The Fantastic Five
by P.J. Lowry
Summary: Peter Parker receives the job offer of a lifetime from Mr. Fantastic himself: Reed Richards. If Peter accepts this job nothing in his life will be the same again, but with the fate of the world at stake, how can he refuse?
1. Chapter 1

When he was called to the office to visit the principal, Peter couldn't help but feel worried. He had been late and even missed a lot of class the last few weeks, but the Sinister Six didn't usually wait until after class hours to unleash their fiendish plans. If anything, Peter has begun to suspect that the villains discovered that Spider-Man was in high school so they staged their heists during the day, hoping that if he took the time to stop him, it was guaranteed to land the web slinger in detention. At least his identity was safe for the time being, Peter thought to himself, because the last thing he needed right now was people gunning for his Aunt May. She was a wonderful person that took him in when he was left by his parents, so he didn't want to disappoint her. When Peter finally arrived to the office, the secretary pointed to the door behind her.

"They're waiting for you, Mr. Parker." She quietly informed him.

"They?" Peter repeated, "Who else is in there?"

"Just go inside and find out." The secretary answered, not in the mood to talk.

Peter nervously strolled into the office, afraid of who he'd find. The last time someone unexpectedly showed up it was the director of Shield, Nick Fury. As he walked in, there were no eye patches so he took a deep sigh and with that the principal noticed he was there.

"Parker!" the principal called out, "Come in, have a seat!"

"I'm sorry Mr. Smith," Peter started, "Am I in trouble for being late? I swear it won't happen again."

"You're not in trouble, Mr. Parker." The Principal assured him, "This meeting is strictly on the down low. Someone made inquires with the school board for purpose of meeting with you. We respect him a great deal, and I think you should speak with him."

"Am I being shrinked?" Peter asked, worried that the school was going to force him to speak with a professional head doctor.

"No, though it wouldn't surprise me if he was qualified for that too." The principal honestly answered. "This is a great opportunity for you, Peter. I hope you'll at least hear him out."

"Hear who out?" Peter asked, "There's no one else in here."

"Excuse me," the man said as he stood up and walked out.

Peter sat there for what seemed like hours but was only a few minutes waiting for the person to enter the room. He never did.

Moments later, the door opened and a man who was not the principal walked in. Peter didn't recognize the man, but he was a little older than May, with brown hair that had a little silver on the sides, and he was lean man. He strolled in and took a seat where the principal was sitting. Peter didn't know what to think of this.

"Ahhh, hello?" he started.

"Good afternoon, Mr. Parker." The man said as he picked up a piece of paper, "I see you've been late and sometimes even non-existent for some of your classes lately. Care to explain why you're not interested in educating your young mind?"

"Things happen, I try my best." Peter replied, "But to be perfectly honest, I already know this stuff. You'd be surprised the education you can provide yourself with just a five dollar library card."

"Indeed," the man said with a smile on his face, "According to your library records, you're currently reading some work by Stephen Hawkins. How are you finding his theories?"

Peter looked confused, "You watch our library records?"

"To be honest," the man replied, "You'd be surprised to know that our government watches us far more than they should. I may not agree with their methods but so far the results are hard to dispute."

"Do you work for Shield?" Peter then asked.

"No Mr. Parker," the man replied, "Fury wouldn't be happy if he knew I was meeting with you or if he knew that I was aware of your identity."

Peter sat there in stunned silence. Whoever this man was, he knew that Peter was Spider-Man and has approached him at school behind Shield's back. Rather than play along, Peter decided to play dumb.

"I don't know what you're talking about." He calmly replied.

"Let's not beat around the bush," The man said as he stood up, "I know why you're late for class, and I'm here to offer you a chance to make life easier and maybe raise the bar of your education to a level that fits your needs and might even challenge you a bit."

"I'm sorry," Peter said, as he suddenly became aware of something, "But who are you?"

"That was rude of me," the man said as he extended a hand out for Peter to shake, "I'm Reed Richards."

Peter didn't move as he was too stunned to even raise his arm. The leader of the Fantastic Four, Reed Richards was standing before him. He not recognized the man who was bar far one of the smartest scientists in the country, if not the world.

"I read the paper you released last July," Peter suddenly blurted out, "I thought it was quite captivating."

"I know you did," Reed confirmed, "And that's why I'm here. Most if the kids here barely read beyond their own science textbooks, but you're reading my papers even understand what they say. What I see in you is great potential."

"Really?" Peter said, doing his best not blush.

"Let me rephrase that," Reed said as he paced behind the principal's desk, "I see great potential that is being wasted."

"Oh," Peter said, as he sat back and sighed, "What do you think I should do about that?"

"It's easy, Mr. Parker." Reed said as he sat back down, "I'm here to recruit you. I'd like you to become the newest student of the Reed Foundation."

"I had no idea the foundation took in students," Peter replied, "How many students do you have right now?"

"Seven," Reed informed him, "None of them are as brilliant as you."

"So you want me to drop out of school?" Peter asked.

"Not exactly," Reed corrected him, "I'm asking you to take your classes privately within the foundation. You'll still get your diploma, but under my tutelage you'll have your have first university degree by the time you turn nineteen. These classes are beneath you Peter, it's time to put your education into the passing lane. I have no doubt you'll be smart enough to do it, and still have plenty time to continue your after school activities as Spider-Man."

Peter stood up, "I don't know about this."

"Mr. Parker," Reed said as he also stood back up, "I'm not just offering you a spot with our foundation, I'm recruiting Spider-Man as well. I want him to join the team. Your skills as a superhero are also being wasted, and the Fantastic Four could use someone of your talent and skills."

"Wow, this is deep." Peter said, as his mind was racing.

"Peter, there are threats out there you have no idea about," Reed explained, "Some so godly that they would make the Sinister Six look like choir boys. If these villains have their way, we're talking about global extinction. The end of the world as we know it, in other words global genocide."

"So what exactly are you telling me?" Peter asked.

"Your days in the minors are over," Reed said with a stern tone, "I'm calling you up to the show."

"Wow," Peter said, starching his head, "No pressure."

"This is also a job offer," Reed continued, "As a member of the team you'd get your own private quarters and the same salary everyone else makes. I'm not kidding around here Peter, the foundation and the world needs your help."

"You're not ready to take no for an answer, are you?" Peter asked, feeling the pressure as it was a very enticing offer.

"Peter, you're a brilliant young man and a talented crime fighter," Reed said, holding nothing back, "but the fact that your solo crusade hasn't gotten you killed is fortunate but no one is that lucky forever. Your recklessness will eventually be your downfall unless you have a team to support you. Joining our ranks not only makes us a better team, but you are no longer burdened to take on the world by yourself. The next time the Sinister Six tries to attack the city you'll have all four of us to back you up."

"Wow," Peter said as he never thought of it that way. "So I'm not losing my independence, but I'm gaining a team?"

"I prefer to think of it as gaining a family," Reed confessed, "That's how we act around one another. We want you to be a part of that and to one day rise to the top of our ranks."

"Say again?" Peter asked.

"Peter," Reed said, in a tone that sounded more sincere. "If I've learned anything from the secret and infinity wars, it's that life is previous and can be cut off at any moment. There's going to come a day when Reed Richards won't be around to solve the world's problems. Who are they going to turn to when that happens? Hank?"

"I don't know who Hank is," Peter replied, "But I kind of see where you going with all this. You just don't want me to join the team. You want to groom me to be your eventual replacement, the next leader of team fantastic."

"It's a thankless job," Reed confessed, "but I don't think there is anyone else out there who might be smart enough to adequately fill those shoes. Yes, Peter, I want to take over the team when I move or pass on. I hope that day doesn't come too soon, but I'm not taking any chances. I want to start making plans for the future fantastic four today."

"But if I join, wouldn't that make us a fantastic five?" Peter asked.

"It would," Reed confirmed, "I bought the copyright to it earlier this week."

"Well then," Peter said as he couldn't believe the words about to leave his mouth, "I guess I accept."

"While I appreciate your enthusiasm," Reed countered, "This is a tad premature because you need to hear the conditions of accepting the job. There are some major stipulations that you'll have to accept in order to join the team."

"Such as?" Peter asked.

"You new living arrangements," Reed replied, "Like I mentioned before, a condo at Reed Tower will be yours, fully furnished will all the amenities the other members enjoy such as maid and room service."

"I can't live with Aunt May?" Peter said, bummed out.

"You'll going to be like a galactic fire fighter," Reed explained to him, "You're required to live at the firehouse so we can all dispatch quickly when summoned to defend the planet."

"That makes sense," Peter said, "but May will never approve of this."

"I am confident that your Aunt May will understand," Reed said, "Once we explain everything to her."

"Everything?" Peter repeated.

"Everything," Reed confirmed. "I don't think you realize Peter, the sole reason we have the public's trusts us is because we don't hide anything from them. The Reed Foundation is completely transparent to our elected officials as we answer to the government and never wear any masks. We have their trust, and that is a valuable tool to have. When I order the any city in this country to evacuate, they do so without question or hesitation. That kind of trust must be earned, and you can't keep secrets from anyone if you're going to join our ranks. That includes your Aunt May."

"What if she says no?" Peter asked, "She's my legal guardian."

"There are ways around that," Reed answered, "I have a fleet of high priced New York lawyers that could have you emancipated by the end of the week. Your high intelligence and potential contribution to world safety under my guidance would make it a slam dunk in the courts. What this means Peter is that this decision is yours and yours alone. You have to decide what you want to do with your future, and I'm afraid you have to do it right now."

Peter was stunned by this revelation. If he wanted to join the fantastic four, thus making them a five, it was up completely to him. While he was nervous about revealing his identity, the thought of just being Peter and not a masked freak might be what he needed to gain the public trust. Reed's support would make it easier for the people trust him since Reed already the people's undying devotion. They would trust him without hesitation if he vouched for Peter as a valued member. Even J. Jonah wouldn't have the nerve to challenge the creditably of Mr. Fantastic himself. Learning in the best laboratories through the Reed foundation and doing work with Reed would allow Peter to make a real difference in the world. Peter could literally do anything with that kind of guidance and funding, while being groomed to replace him as the leader of future fantastic four. He turned to the man standing before him, smiling at the thought.

"I want to do it," Peter said to him, "I accept your offer."

Reed could tell by the tone in his voice now that Peter really meant it. "I have no doubt that you made the right choice. You could have made a very valuable member of Shield, but with us your potential is limitless. Now all we need to do is break the news to your Aunt. As your only living family member, she deserves to know the truth about what's going on long before we go public with this."

Peter sighed. "I was afraid you were going to say that."

"Try to relax Peter," Reed said, placing a friendly hand on his shoulder. "You're day of facing the world alone are over. You're a member of a team now. I'll be there for support and to chip in relevant information that might need adding."

"That might make this a bit easier," Peter concurred.

"Let's get going," Reed said to him, "As much as you'll miss your friends, it's time to take your education and training to the next level."


	2. Chapter 2

When the limo first pulled up in front of her home, May actually didn't think much of it. She naturally assumed that Peter was getting a ride home with Harry. Seconds later a thought then stopped her in her tracks: it was only two in the afternoon. The kids should still be in school. May walked up to the front door to see Peter was coming up the stairs with a man she had never met before. She opened the door, and had that look on her face that told Peter that she wasn't impressed to see him that time of day.

"Peter," She started, "Shouldn't you be in school right now?"

"The principal excused for the day, Ma'am." The man behind Peter replied, "So that we could speak to you about something that is very important."

"Is Peter in trouble?" May asked, worried that man behind her was a cop.

"Not yet," Peter said as he walked past her into the house.

When both men were in the living room, this was when May's patience began to wear thing. "I'd like someone to speak, preferably to explain who this man is and what you're going doing here."

"You see," The man told Peter, "This is what I was talking about. Unless they see the uniform, you can walk through the streets virtually undetected."

"What uniform?" May asked.

Reed Richards was wearing a brown trench coat, but was surprised that May hadn't noticed that has were white boots that completely clashed with it. In order to authenticate himself quickly, Richards had changed into his Fantastic Four uniform. He took off the coat to reveal himself and his bright blue uniform to May that was instantly recognizable. May looked at him for a moment, and then at the famous four logo on hi chest and then back at Reed.

"Are you kidding me?" she softly asked.

"I'm afraid not Ms. Parker," Reed said as he reached out to offer her a hand to shake. The thing was Reed was still on the other side of the room and his hand was reaching all the way over to her, proving he really was Mr. Fantastic. May softly shook his hand and then watched in silence as the hand returned back to Reed and looked normal again.

"My name is Reed Richards," Reed said to her, "As I said at the door, we need to speak to you about something of grave importance."

"Ah huh," May said as she sat down, "And you need our help?"

"Mainly Peter's," Reed confirmed, "You see, I'm here because I want Peter to join the Reed Foundation and become one of our exclusive students."

"I didn't know he Reed Foundation had a school," May noted.

"This isn't secret school Ms. Parker," Reed said as he took a seat on the couch opposite of her. "But we don't exactly advertise it to the public as well. We only have six students from around the world, geniuses that were not being given the chance to learn and function at their full potential. I'm here because I happen to believe Peter is such a genius whose talent and intelligence is being wasted in the public education system. I believe that if Peter resumes his studies full time with the rest of our students at the foundation, Peter's potential is limitless."

"Really?" May said. She knew Peter was smart but she had no idea genius what even part of the discussion. "So you want to remove him from his current school and move him to yours?"

"If only it were that simple," Peter said, trying to brace himself.

"Actually, I'm also here to offer Peter a job." Reed continued, "I'd like Peter to become a member of the Fantastic Four."

This was when May's eyes went as wide as saucers. It was one thing to ask Peter to move to a new school, but now he was asking Peter to join a team of superheroes, and that was not going to fly with her.

"No," May simply said to him, "That's not going to happen."

"I'm sorry Ms. Parker," Reed apologized, "You need to be given all the relevant data before making an informed decision."

"Is that so?" May said, as she started to take a challenging tone. "What information am I missing that would make me consent to Peter joining a team of superheroes and risk his life all the time?"

"Peter," Reed said, turning to the young man sitting beside him, "This is not my secret to share. She needs to hear it from you."

"Hear what?" May said, looking over at Peter.

"May," Peter said, standing up to face her. "There's something about me that you are not going to believe."

"Is that so?" May asked, looking at the young man. "What exactly have you been keeping from me for the last..."

"For the last sixteen months," Peter finished for her.

"Okay," May said, folding her arms. "This outta be good."

"Do you remember the day I got sick after visiting the Osborne building?" Peter asked her, "The fever that I had for three days that just magically disappeared?"

May counted the months in her head and that checked out, "I do."

"I wasn't sick with the flu," Peter continued, "I was bitten by an animal that infected me with radioactive serum."

"What kind of animal?" May then asked.

Peter took a deep breath. "A spider."

"You were bitten by a radio-active spider?" May said, and upon hearing those word something in her head clicked. That was around the same time Ben had died, but it was also around the exact time that a certain superhero started web slinging around the city. She looked back at Peter with her eyes even wider. "NO!"

Peter didn't say a word, but instead responded by unbuttoning his shirt, which had the Spider-Man uniform on underneath it. May looked at the uniform and then at Richards and then back at Peter. She covered her mouth up with her hand, and looked like she was about to cry.

"May, I'm sorry." Peter said, as he could tell how upset she was.

"All this time," May said to him, "You've been out there fighting all these bad people, almost getting yourself killed!"

"Ms. Parker," Reed said, as he also stood up to get between the two. "This is also the reason why I'm here. I also happen to think Peter has been recklessly endangering himself and want to bring that kind of gunslinger mentality to an end."

"By risking his life for your foundation?" She asked him.

"No," Reed retorted, "But making him a part of a team, and not allowing Peter to bare all the work himself and thus endanger himself every day."

"Can you guys stop talking like I'm not even here?" Peter asked.

"So this whole genius and school thing was just a cover?" May then asked.

"No, that part is still true." Reed informed her, "Peter is a genius whose potential is being terribly wasted. I want to personally assume command of his education and present Peter with a curriculum that with actually challenge him and enhance his education as a far greater pace."

May paused for a moment, "So you want to become his teacher?"

"I don't think there is anyone out there smart enough to handle it," Reed replied, trying his best no to toot his own horn. "If Peter reaches his full potential, there is a good chance he might become even smarter than I, and that will benefit all mankind."

"Okay," May said, trying to wrap her head around everything that was being dropped on her lap. "Even if I believed you for a moment that Peter really is..."

She stopped mid sentence because she had finally noticed something. While Reed and May were talking about Peter's alleged genius, Peter had taken a seat to wait for them to stop talking... on the ceiling. It was sitting there with his legs folded, as if it was in doing a Buddhist meditation, and he had his arms folded like May had earlier in the conversation. Before his stunned Aunt could say anything, Peter used his web shooter and fired a web down beside her, which grabbed the television remote, and pulled it up to his own hand.

"If you guys want to keep talking like that, do it in the kitchen." Peter told them both. "I'm going to watch something on TV."

May could tell by the look on Peter's face that he was upset about something but chose to walk away like he asked, and Reed followed. She strolled right up to the fridge and pulled out a full bottle of wine. Once she took the bottle out of the fridge, she sighed. "I forgot the wine glasses."

"One moment," Reed said as he stretched both of his arms out into the living room, grabbed two glasses and brought them back in. "There you go."

As she was pouring two glasses she couldn't help but chuckle, "I should have known something was up last summer when Stark came to visit."

"Ahhh, Mr. Stark." Reed said, graciously taking a glass from May, "He was here on behalf of a government agency known as Shield."

"So he was just here recruit Peter, I mean Spider-Man for the government?" May said, seeming upset. "I thought he was using Peter to get to me!"

"Knowing Stark as I do," Reed added, "that is very possible as well."

"That figures," May said taking big gulp from her glass. "This is crazy."

"It's about to get a lot crazier," Reed informed her, "What we're asking of Peter is not minute; this is a job and career that is going to change the world. He's going to become a vital part of an elite squad of heroes. The entire world is going to know who he is, just like Johnny and Ben."

"Wait, what?" May said as she had just polished off her glass and was already working on a refill.

"In order to join our ranks," Reed continued, "Peter will have to discard the mask and reveal himself to the world. It's a part of an agreement we have with the government and the people of the United States of America. This will have a significant impact on you as well, Ms. Parker."

"What kind of impact?" May asked.

"The moment Peter reveals himself to the world," Reed replied, "You might as well paint a large bull's-eye on the roof. I don't think I have to remind you of just how many enemies Spider-Man has made in such a short time. This will put your life in great danger."

"What am I going to do?" May inquired, hoping Reed had an answer.

"The foundation has a program," Reed said as he reached out into the living room again, grabbing some paperwork from the coat and bring it back to the kitchen. It was a flyer about a small town in Colorado.

"What is this?" she asked, "witness relocation?"

"More like superhero family relocation," Reed corrected her, "This town if made up mainly of family members of super powered heroes. I created this town myself, and used it as a haven for people who are even just remotely related to a superhero. If you great, great uncle is Charles Xavier, or your distant cousin is Ms. Marvel, then you qualify to relocate to this small town. This town is protected by security measures that were created by myself and never used in public. No villain would dare go near this town because it would spell their doom. One such security measure is the retirement home, which I thought was an act of genius on my part."

"How does a retirement home protect the town?" May asked.

"It's a retirement home... for superheroes," Reed answered, "If anyone were able to get past my enhanced defense grid and attack that town, these heroes would be the last line of defense, and a quite formidable one at that. There's over two hundred high powered beings in the building, and some of them have been itching to pulverise someone bad for a while now. No one is brave enough to offer them the chance to do so. Just based on that alone, I've heard many villains state away from the state, much less the town. This is the real reason why the crime rate in Colorado has been plummeting over the last two decades."

"And I have to move here?" May asked. "For how long?"

"As long as you want," Reed said, "No one will force you to live there Ms. Parker, but this is the only place where we can guarantee your safety. This has always been Peter's biggest fear, someone coming here to punish him for protecting the city by harming you, his only family. He's not the only one who has this fear, my town is full of people that help super powered being sleep at night. If they are confident their families are safe, they capable of doing their jobs and are safer doing it. This will help Peter do his job without the fear that sometimes holds him back."

May drank half of her second glass. "I can't believe he held a secret from me."

"This is a burden most heroes must carry," Reed continued, "But I can assure you that people like myself and Stark are better at what we do because we're not carrying that burden with us. This will have a similar effect on Peter when he removes the mask and tells the world who he really is. But we won't do that reveal until you're moved out and safely relocated."

"Peter has already agreed to this?" May asked.

"He has," Reed confirmed, "But I feel he needs your support to make it work."

"What about my job?" May asked.

"There is plenty of jobs in this town, many that will benefit everyone." Reed countered, "Since inclusion is limited and screened, extra hands are always needed, especially in your field of expertise. Your moving there will help the town just as much as it would help you and Peter."

"Alright," May said as she finished her glass, "Let's talk to Peter."

As she strolled into the room, Peter was doing the thing he always did when he was nervous, which was pace around the room. This time however he was doing his pacing upside down on the ceiling.

"And all this time," May said out loud, "I thought bats were causing the dirt patterns on my ceiling. Get down from there!"

Peter hopped off the ceiling and onto the floor with a leap that would get a ten star rating at any gymnastics event. He stood there, waiting to be told off but his Aunt had decided to approach this a different way.

"That night you said Flash beat you up," May started, "Who was it really?"

"Doctor Otto Octavious," Peter answered.

"And the week you fractured your collarbone?"

"The Rhino."

"And who was that creepy man in outside smoking cigars?"

"That was Logan," Peter replied, "He's back in Canada."

"And finally," May said, "Who really broke my piano?"

"That was Bruce," Peter replied, "But it was an accident. He's a nice guy when he's not angry."

May took a deep breath. "How long do I have to pack?"

"I can have professionals here within a hour." Reed answered, as he grabbed a small scanner from the coat. "This device was used to scan your house and its structure. The robots will have an exact duplicate constructed with three days. Your new home will look exactly like your old home. We do this to make the move to town as comfortable as possible."

"Peter," May said as she walked up to hug her nephew. "Try to not to take unnecessary risks. This world wouldn't be the same if I lost you."

"This change assures that," Peter told her, "And the world a safer place too."

"I hate to interrupt," Reed said as he put his coat back on, "But Peter and I need to conduct some business at the tower, formalize our deal. I can have him back in a few hours if you'd like to talk about this more."

"Alright," May said, "Have him back by seven."

"Barring any Galactic events," Reed replied, "I can all but guarantee that."

"And you," May said, giving Peter another hug, "Tonight we are going to talk a bout everything. Not holding back. Full disclosure. Understood?"

"Understood," Peter replied, "Write down your questions and I'll answer all of them for you, fully and honestly."

As the two of them left the house, Reed seemed particularly thrilled. "That went about as well as it could have. Your Aunt is something special. I've seen people completely flip out at moments like that, literally furniture flying because of it. She has nerves of steel, that woman."

"I'm lucky to have her." Peter agreed, "So now what? What urgent business do we have to get to?"

"Now comes the tough part," Reed answered.

"Wait, that wasn't the tough part?" Peter asked.

"Not even close." Reed replied, "Now we have to introduce you, the real Spiderman, to the rest of the fantastic four..."


	3. Chapter 3

Peter thought he was going to have some time to think about what he was going to say, but the trip to Reed's tower was a lot faster than the ride they took from the school to Aunt May's house. After the two men buckled in, the limo had engines underneath it ignite and the car started to hover upwards into the air. Once it was a good forty feet off the ground, the booster in the back fired and the car began to fly back towards the downtown part of the city.

"I didn't realize this was a flying car!" Peter said as he held on for dear life.

"Traffic this time of day is terrible," Reed answered, "And this will help us get you back to the house by seven as we promised."

"Okay," Peter said, looking out the window. "How long will it take..."

"On approach to the Tower," The driver called back.

Moments later the car slowed down as it reached the hanger of Reed Tower in the middle of the city. The engines below the car ignited again and slowly lowered the car to softly touchdown in the large hanger. Reed opened the door and stepped out. As Peter exited the car behind her, he could see Reed walk up to a woman that was on the other side of the large room. She seemed to be working on something scientific but put the work on hold to hug Reed and greet him. She had long blonde hair and was wearing the same blue uniform that Reed had on. There was no doubt about it Peter thought to himself as he walked closer, that was Sue Richards, the invisible woman.

"I didn't know you were taking the car out," Sue said to Reed, "What kind of business were you doing in uniform?"

"Recruiting," Reed replied, gesturing to Peter. "I'd like to introduce you to someone. This is Peter."

"Peter," Sue said trying to recall someone, "I don't remember you talking to me about him."

"I've been keeping this one close to my chest," Reed honestly answered, "Shield has been trying to claim him for almost a year now."

"Shield?" Sue repeated thinking about it. "Who did they send to recruit him?"

"Nick Fury himself," Reed answered, "But I was just informed by his Aunt that Stark was involved as well."

"Was he?" Sue said, sounding impressed. "And what do we want him for?"

"Peter is the newest student of the G-class." Reed said as he tried to be cool with his answers, "And I've also asked him to join the team."

"Excuse me?" Sue said, almost shocked as Aunt May was. It was clear that Reed hadn't passed this by his wife, something even Peter knew was a big no no. "This kid is going to join our team? With me, Johnny and Ben?"

"Yes," Reed confirmed, "He is."

"I'm sorry... how old are you?" she then asked, looking over at Peter.

"I'll be sixteen in August." Peter replied.

"He's not even old enough to drive!" Sue said, scolding Reed with her tone, "And you want him coming with us and fight super villains?"

"Sue, you haven't even given me a chance to explain." Reed countered, "Once you know everything that I know, you'll have no issue with him being on the team. Once you understand his unique resume, you're doubts will wash away."

Sue could tell he was cranking the charm, but wasn't buying it. "He's a child."

"A super powered child." Reed corrected.

Sue turned back to Peter, "You have powers?"

"A few," Peter answered modestly.

Sue turned back to face her husband. "Who is this kid?"

"A superhero," Reed answered, "Trust me Sue, I've landed a big fish."

"And you also want him in the G-class?" Sue continued, "How smart is he?"

"One day I see him taking my place," Reed told her, "I've found my protégé."

Sue was stunned to hear the word come from Reed's mouth. They had talked about him taking one of the G-Class students under his wing, to groom him or her to eventually take over the Fantastic Four, but Reed had always been reluctant to pick someone. Now out of the blue he came home with someone new he selected himself.

"Oh, Reed." Sue said, understanding what a big decision this was, "Is he really that smart?"

"The rest of the G-Class has nothing on him," Reed confirmed, "The fact that he's also a super powered hero is icing on the cake."

"Him?" a voice called out, "A super hero?"

Peter looked up and was suddenly in awe as the massive build of Ben Grimm, also known as The Thing, strolled into the massive hanger in the middle of Reed conversation with Sue.

"Hello Ben," Reed called up to the big rock, "How much of that did you hear?"

"Am I not allowed to partake in talks about team business?" Ben retorted.

"Of course not," Reed replied, "Just wanted to know how much you missed so that I can catch you up."

"Oh," Ben replied, "I just heard something about a new team member."

Suddenly there was a flash of fire, and another man in the same Fantastic Four uniform, but with short blonde hair like Sue was also now in the room beside Ben.

"A new member?" Johnny repeated, "When can we meet him?"

"Or her," Ben corrected, "Don't make assumptions."

"Thank you Ben," Sue replied, "But your new member is over there."

The two men looked up to realize that she was pointing at Peter, the scrawny looking kid who was still standing there.

"Hey guys," Peter called out, "Big fan."

"Him?" Johnny said, looking over at Peter. "Is this a joke?"

"No joke," Reed called back.

"He's not old enough to vote!" Ben said, almost growling.

"He's not even old enough to drive!" Sue then added.

"He's not even sixteen?" Johnny said, stunned.

"I will be in August," Peter repeated, "It's not that far away."

"Do not judge a book by its cover," Reed said, ready to defend his decision to everyone. "This young man will make an exceptional addition to our squad."

"Says who?" Johnny asked.

"Me," Reed replied, "Isn't that enough?"

"It is for me," Ben then said, "I trust you completely."

"Not for me," Johnny said, looking over at Peter, "Get ready for your audition, kid... FLAME ON!"

The moment the word audition was uttered from his mouth; Peter had spread his feet apart, aware of what was coming next. He had no time to change so he was about to reveal his true identity to the fantastic four the hard way, especially to Johnny Storm. As Johnny flung fire shots towards Peter, he had already leaped into the air, lifting himself up at least fifteen feet. The leap shocked everyone in the room, especially Johnny, as that height brought the two men face to face with the Human Torch, who had assumed he would dominate the high ground. He was wrong. Before Johnny could respond Peter moved first as he rolled into a back flip, using the momentum from that flip to kick Johnny under the chin with one of his feet, knocking him back. The other three members watched in awe as Johnny came crashing the floor while Peter sailed back to the car and landed on the hood with ease. Peter took a deep breath because his next move was going to all but confirm his true identity to the rest of the team. Before Johnny could try to get back to his feet, Peter unleashed a fury of webs from his shooters, gluing the human torch to the ground.

"Okay," Ben admitted, "That was impressive."

Sue walked over to where Johnny was lying and began to examine the webbing that was retraining her brother to the ground. She looked back up at Peter with different eyes as she suddenly put two and two together.

"This can't be," she said, looking over at Reed, "Is it really him?"

"It is," Reed said, smiling back at her.

Before Peter could respond, Sue disappeared. It was the first time Peter had ever seen someone disappear like that with his own eyes. Seconds later his spidey senses were going off and he leaped back. Moments later they were going off again and this time he caught something and flung it over his shoulder. He had caught Sue's hand as she tried to hit him, and she landed on the ground beside Johnny.

"Who is this kid?" Ben called out.

Peter responded by removing his coat and shirt, to reveal the uniform underneath. "Just your average, neighborhood Spider-Man."

Johnny flamed back on and dissolved the webbing that was around him. The flames went out once he was back on his feet. "Wow, I did not see that coming."

"That's amazing," Sue said as she also got back to her feet, "No one has ever been able to catch me like that. How did you know where I was?"

"It's quite brilliant, actually," Reed answered as he walked over, "One of Peter's many abilities is a natural feeling, referred to as his 'spider-sense', which manifests at the base of his skull. This sensation alerts him to personal danger, and the range of his warnings can also vary in proportion to the severity of the danger. For example, he would feel a small tingling if he would happen to pass by an enemy by accident, which would prompt him to be alert. While a strong tingling, sometimes to the point of being painful, would command him to take immediate evasive action from an incoming deadly threat. It appears to be a simultaneous response to a wide variety of phenomena."

"Yeah," Peter confirmed, "What he said."

"That's incredible," Johnny said, "This means no one can ambush us if he's on the field with us, right?"

"Precisely," Reed said, "That's just one of many talents Peter has."

"Spider-Man," Ben said as he walked closer, "Life is just full of surprises."

"Dude," Johnny said as he walked over and shook Peter's hand, "I saw that clip of you taking out the Goblin last year. That was some hardcore action. You totally got some great moves."

"Thanks," Peter said, smiling back at Johnny. "I thought your fight with Doom in Times Square was pretty impressive too."

"That was a team effort," Reed informed him, "I suggest you get used to that concept Peter, because from here on we work as a unit."

"So you're serious?" Johnny repeated, "Spidey's gonna join the foundation?"

"No just the foundation," Reed acknowledged, "Peter is going to be the fifth member of our team."

"Wait," Johnny replied, "That would make us..."

"Five, yes." Reed said, preventing Johnny from hurting himself, "Two weeks from now, we are going to introduce Peter to the public. He will become the newest member to our new brand, which will be known as the Fantastic Five."

"Cool," Johnny said. Then his face then lit up and he raised his arms in celebration as he realized something else. "New uniforms! Yes!"

"Thank goodness," Ben added, "This one was really chaffing me."

"Johnny, Ben," Reed said, using a commanding tone. "Please show Peter to room 706, which is going to be his new quarters."

"This way kid," Ben said he slowly started to walk to the hallway, "I'll show you to your new crib."

"It's a cool spot," Johnny confirmed, "You'll right next door to me!"

"That's cool," Peter said as he walked behind them and into the hall.

Sue watched as Peter walked out with Johnny and Ben and then turned to face her husband. She was near tears, and Reed could tell what was upsetting her. "I had no idea he was this young. I thought he was short, like Logan."

"It's all right, Sue." Reed said as he walked over a hugged his wife. "It took me a few days to grasp the reality of Spider-Man when I discovered the truth. He's been fighting super powered villains since he was thirteen. How he's survived this long is nothing short of a miracle or an indication of how smart and powerful he is and could be when he becomes an adult."

"He's really that smart?" Sue asked again, finding it hard to believe that someone so strong could also be so intelligent, basically the total package.

"He is," Reed confirmed again, "Those webs are not natural; they come from mechanical shooters attached to his arms. He built them himself using only spare parts from electronics he fished out of dumpsters."

"That's as impressive as Stark building an arc reactor in a cave," Sue replied, "No wonder Shield has been trying to enlist him."

"Precisely," Reed agreed, "He builds weapons out of garbage, so just imagine what kind of stuff he'll construct in our facility?"

"I get it," Sue said, now fully understanding her husband, "He really does have what it takes to be your protégé."

"We're just scrapping the tip of the iceberg." Reed admitted, "According to his school records, he we showing signs of genius before he became Spider-Man, but whatever trans-mutated him into the hero also enhanced his intelligence tenfold. He was very smart before he became a hero, but his intelligence has been through the roof ever since. Under my wing and with the G-Class, Peter's potential will be limitless."

"He's still a child," Sue repeated.

"He is," Reed said, putting an arm around her, "But he's with us now. We'll take good care of him, just like Johnny and Ben. Would you prefer he go back out and fight all the super villains by himself?"

"No," Sue answered, "He's safer with us."

"He'll be in good hands," Reed agreed, "And we'll be a better team for it too."

"The fantastic five," Sue said out loud, "It doesn't sound too bad."

"You'll get used it," Reed replied, "So will the rest of the world when they're introduced to our newest member: Peter Parker, the human spider."


	4. Chapter 4

May had been crying most of the afternoon. She had been going over old photos, messages and even texts between her and Peter over the last two years. Then she used google to look up what Spider-Man had been doing on the exact same days. When she started to cross reference the two, everything started to make more sense. The day Peter missed the science fair and almost got kicked out of school was the same day the Sandman tried to kill everyone at city hall. That twisted knee that had Peter limping all over the place for a week wasn't an injury he got a football tryouts, but instead was an injury suffered at the hand of a man named the Vulture. That day Peter needed his cell phone replaced because it completely fried wasn't by accident like Peter had tried to explain. Her nephew had said it fell into a water fountain while at the park with Mary Jane. Another lie, May discovered, as it was the same day Spider-Man had an epic clash in the city with Electro whose powers is what likely really fried Peter's android. She had drunk another bottle of wine while Peter was out and while she was tempted to make something for dinner, she instead chose to order out. A half hour after placing her order, May answered the door and took the large bag of food from the delivery man after paying him and giving him a generous tip as well. When she walked back into the dining room, there was someone waiting for her. Hanging from the ceiling by his web, looking at her upside down, was Spider-Man. She stood there with the bags in her hand, resisting an urge to throw them at the small super hero.

"Is that our favorite take out?" Spider-Man asked, "It's been forever since we ordered from the iron pork chop."

May deeply exhaled as the voice coming from Spider-Man was the same she had been hearing for the last ten years. It really was him, her nephew.

"Yes," May said as she put the food down on the dining room table. "Since you've been swinging through downtown, I'd like you to wash your hands for supper."

Spider-Man removed his mask, which was still shocking to May, seeing her nephew's head on the body of the famed hero. "All right, be right back!"

Peter leaped into the hallway and walked to the bathroom. Moments later her returned to the kitchen with his gloves removed and it showed the mechanical web shooters attached to his forearms. She watched as he removed then both from his arms and placed them on a chair that was in the corner of the room.

"Where did you get those?" she asked, pointing to the shooters.

"I made them," Peter answered, as he sat down. "Thanks, I am starving!"

They both sat down and started to eat, filling their plates with various foods that were ordered from the family run Chinese restaurant. May was slow to eat as she couldn't help but keep staring at Peter as his Spider-Man uniform was very distracting.

"I can change if this makes you uncomfortable." Peter offered as he could tell what she was looking at.

"It's okay," May said, finally speaking. "I'm just having a hard time accepting what you've been doing the last two years."

"I'm sorry," Peter said, as he stopped eating. "I want you to know this isn't something I pursued. I didn't want to become Spider-Man, it just happened. Gwen was posing at the Spider cages and asked me to take her picture. I had no idea one of the spiders has broken out and built a web above where I was standing. After it had bitten me, the lab found it and returned it to the tanks so no one else was attacked. They had no idea it had bitten me, and I didn't exactly tell anyone either."

"I get that," May said, "It was an accident, but what made you choose to become a superhero?"

Peter paused for a moment. "Uncle Ben."

"Peter," May said, as she assumed what was coming next, "What happened to your Uncle was not your fault."

"It was," Peter said as he put his fork down, feeling ashamed. "I could have stopped him, but I didn't."

"What do you mean?" May asked.

"I witnessed a robbery," Peter explained, "I had the power to stop the guy but I didn't want to risk getting hurt. I stood by and let the man commit the crime and then run away. I had no idea he was going to shoot Uncle Ben and steal his car..."

"Oh Peter," May said, realizing what had happened, "You had no idea what the man would do next, you're not telepathic. Right?"

"No, no telepathy." Peter confirmed, "But what happened to Uncle Ben really got to me, and that wasn't just because I was related to him. What would happen the next time I chose not to use my power? Whose uncle, father or mother would die next because I refused to use my powers for good? Ben had told me the day before he died that with great power came great responsibility, and his death taught me that if you don't step up to fight injustice, there was no guarantee anyone else would. That day I vowed to never stand by and let bad people get away with anything anymore. That was the day Spider-man was born."

May had tears in her eyes as everything made much more sense. She got out of her chair and hugged her nephew, as she knew what it felt like to feel guilty about what happened to Uncle Ben. She had ordered Ben to drive out and pick Peter up from the library because she didn't' want Peter taking the subway home. They had a fight that afternoon because Ben didn't want to baby Peter and thought he was old enough to make his way home. She insisted and when Ben was killed that afternoon, she had blamed herself for not trusting Ben's instincts and ordering him to drive out to his own death. The thought that Peter had been carrying around the same guilt for Ben broke her heart as she held onto him, understanding that what happened was no one's fault by the man who pulled the trigger. After a few moments, May kissed Peter's brow and then returned to her seat.

"I thought you'd be a lot angrier." Peter confessed.

"Oh, I'm angry," May corrected him, "But at the same time I'm a little proud. While you did lie to me... a lot, at the same time I read countless articles this afternoon about all the people Spider-Man saved over the last two years: the people at the parade from the Sandman, the train that Octavous tried to run off the rails and even the standoff with the Goblin on the bridge. Do you have any idea how many people you've actually saved?"

"No," Peter honestly replied, "I don't keep count of that. The only number I keep track of is the people that didn't make it."

"Oh Peter," May said, as she had never come across anything online about people dying. "How many have you lost?"

"Captain Stacey," Peter replied, "On the roof tops against the Lizard. Then where was Gwen..."

"Hold on," May said as she stopped eating, "You were there when Gwen died? I was under the impression she had fallen and broken her neck."

Now Peter was the one who was tearing up. "She fell because the Goblin dropped her off a building. I tried to save her but the whiplash from the force of stopping her fall snapped her neck. It was my fault..."

"Peter," May said as she wiped her eyes with a napkin, "Accidents like this happen all the time, just not to someone as young as you. Police officers are sometimes forced to put civilians unintentionally in harm's way. They don't mean to, but sometimes it's unavoidable when stuck in extraordinary situations."

"I know," Peter said, "That was a long time ago. I'm working through it."

The two of them sat at the table for the next ten to twenty minutes, eating their food in silence. A lot of deep stuff had been shared, and both of them felt emotionally exhausted from it. As much as May wanted to pry for more, learn more about what her nephew had been doing, she thought it would be wise to move onto something different.

"So," May started, "Where did Mr. Richard's take you after you left here?"

"To his tower," Peter answered, "I got to meet the rest of the fantastic four!"

"Wow," May said, going with it as Peter sounded excited, "How was that?"

"It was unreal," Peter said, as he was indeed excited, "Ben is so much bigger in person, he's almost the same size as the Hulk!"

"You know the Hulk?" May asked.

"His name is Bruce," Peter replied, "And he broke your piano."

"Oh," May said, as she remembered him saying that earlier in the day.

"Then where was Johnny, the human torch!" Peter said, resuming his story about the Tower, "He really does light on fire all over! I hope there are a lot of sprinklers in the building because my new room is right next to his."

"Peter," May interrupted, "Are you sure you're ready for this? Joining the Fantastic Four and fighting with them?"

"I am," Peter replied, "And Reed was right. Going out there alone was reckless and dangerous. There were days when I went to bed bruised and bleeding and I still had to wake up the next day and fight again. I'm even willing to admit that some battles were won by sheer luck, and I can survive that long depending on it to bail me out every time I go out there. This is the right thing to do. They'll have my back and I'm looking forward to having theirs too."

"That's all I needed to hear," May said, as she resumed eating. The talk she had with Reed Richards about Peter's adventures were indeed right. It was only a matter of time before a villain got lucky and put Peter into the ground. With the team, he would stand a chance of lasting a lot longer and Reed had called his team a family, something Peter would benefit from when living at the tower. She could tell by how Peter talked about his tour of the facilities within the towers and the access he would have to the foundations resources that he would be able to excel intellectually as well as physically when working with Reed. While she was afraid of what the future might hold, May was sure that Peter had a bright future, and it was time for her to step out of the way and allow him to soar as high as he possible could. She would start packing for her new home the next morning.


	5. Chapter 5

The press had been buzzing for a week since the big announcement was made. Through the foundation, Reed Richards released a statement to the media to inform them that in seven days time, the Fantastic Four would become the Fantastic Five. Reed made it clear that the announcement would be made publically from the tower lobby, and it was clear from the response of the main stream media that every network would be covering it. Twenty-four hour news channels went into a frenzy, interviewing people who were 'experts' in the field of super humans and mutants, trying to guess who Reed was going to name as the newest member of his team. The networks went as far as to procure other superheroes for interviews, not only to ask for their guesses of who the next member of Reed's team would be but to ask them if they were that person so they could deny it on the air.

Many names had been tossed around, but much to everyone's amusement, no one had ever considered Spider-Man as a choice. Peter did his best not to take it personally, but the only one who was actually talking about him the entire week was still J. Jonah Jameson, and he still wasn't saying anything nice about him. Spider-man had been absent for almost two weeks since Reed came to visit him and J. Jonah kept telling the people that the wall crawler was up to something sinister, so everyone had to be extra cautious. Peter was standing at the window of his new condo, which just happened to have an amazing view of the massive screen that broadcast the Daily Bugle's message.

" _That wall crawler is a menace!"_ J. Jonah screamed out from a few block away, _"He's up to something, and we're going to figure out what it is!"_

"Don't let him get under your skin," a voice called out.

Peter turned to see Johnny walking up. "Easy for you to say, the last time the Bugle wrote about you, it was fluff piece that bragged about how awesome you were."

"You'll get your fluff pieces soon enough," Johnny said, putting a friendly arm around Peter's shoulders, "Jameson will not print a harsh word about you after you join the team for the same reason he doesn't write harsh things about us."

"And what is that?" Peter asked.

"Lawyers," Johnny answered, "Lots of lawyers. I think Reed actually has an entire firm on retainer and they jump at his command. When the Bugle gets their first cease and desist order from Reed's high priced attorneys, J. Jonah will start writing those puff pieces for you too. I guarantee it."

Peter remembered Reed saying something about his lawyers the first day he met him, so he believed that Johnny had said. He couldn't help but smirk at the thought of the foundation suing the bugle should J. Jonah try to continue puffing bad press at Spider-Man. The thought of the look on his face almost made all the butterflies he was suffering worth it.

"You're not nervous are you?" Johnny asked, "The same kid who took on the sinister six by himself can't be afraid of the press."

"I'm just nervous about how the world will respond," Peter replied, "I know how they feel about Spider-Man; I'm not sure how they will feel about Peter. I don't even know how Jameson is going to respond."

"You'll be able to see for yourself," Johnny informed him, "Reed invited him to the press conference and gave him a seat in the front row."

Peter sighed. "I really wish you hadn't told me that."

Johnny laughed and slapped Peter on the back, "You'll be fine, kid."

Peter stood there and kept watching the Bugle screen long after Johnny had went back to his own room. It was right then and there he decided to leave the building and do a little late night web slinging. He went to the roof of the Reed Tower in his Spider-Man uniform and was walking to the edge when he heard a voice call out.

"Peter," Reed said to him, "Where are you going?"

Peter looked up at Reed. "There's nothing going on. I'm not looking for a fight, and for some reason no one wants to do anything bad. It appears the criminals are just as eager to see what happens tomorrow."

"So just going out for a swing?" Reed asked.

"Just to get away from the building," Peter confessed, "Once I'm a few blocks away, I intend to walk around and get some air."

"Don't be out too long," Reed requested, "You have a big day tomorrow."

"I won't," Peter said as he put his mask on and swung away.

While swinging through the streets, Peter couldn't help but think how things would change the next day. With his whole world being turned upside down, there was only one person he wanted to see before the big day. He swung back to the same neighborhood where Aunt May used to live. After changing back into his regular clothes, Peter couldn't resist walking by May's house one more time. She had already moved out the week before Reed made his announcement. She texted him some pictures and Richards wasn't lying about the house, the one in Colorado was an exact match to the house May just moved out of. She seemed happy where she was now, even wishing him luck for his big day, letting him know that she would be watching on television as it happened. After looking at the text one more time, Peter walked next and started tossing some pebbles at one of the windows on the second floor. Moments later, Mary Jane opened the window and stuck her head out.

"Peter?" she said, surprised to see him. "What are you doing here?"

"I came to see you," Peter replied, "Just one more time before I left."

"I saw your Aunt move out a week ago," Mary Jane said, as she still couldn't believe it. "Are you moving out with her?"

"No," Peter answered, "I'm staying here in New York."

"Hold on," Mary Jane said, "I'll be right down."

When she walked out the back door, she walked over and gave Peter a hug that kind of surprised him.

"What was that for?" Peter asked.

"You've been gone for two weeks," Mary Jane reminded him, "I missed you. It will be nice to have you back at school tomorrow."

"I'm not coming back," Peter informed her, "I started taking classes at a new private school last week. I got transferred to this amazing school for gifted kids."

"Wait," Mary Jane started, "You're a mutant?"

"Not that kind of gifted," Peter said, laughing at the thought of being enrolled at Xavier's academy. "I was offered the chance of a lifetime to go to a school that will challenge me academically. It was an offer I couldn't refuse."

"Are you here to say good bye, Tiger?" Mary Jane asked.

"I hope not," Peter asked, "But once I go, things will never be the same. I hope we can work through it, but I can't make any promises."

"Don't freak out, Tiger." Mary Jane said, feeling he was taking their meeting a tad too serious, "You're not running off to save the world, are you?"

"You never know," Peter said, starting to walk away. "See you around."

"I hope so," Mary Jane said, waving, "Don't be a stranger!"

Peter walked a few blocks after speaking with Mary Jane, and then when the coast was clear, he hopped into a tree and changed back into uniform and started swinging his way back to the tower. He was about half way there when he felt his sense tingling, which made him change course. Once he landed on the roof of a nearby building, he noticed the source of his warning, as the familiar armored suit of Iron Man few down to land on the same roof top.

"Spidey," Iron Man said as his mask flipped open, "Isn't it past your bedtime?"

"I was on my way home actually," Peter replied.

"No you weren't," Stark said as he pointed in the direction that Peter was coming from. "Aunt May's house is that way."

"I don't live there anymore," Peter informed him.

"Since when?" Stark asked.

"Two weeks ago," Peter answered, "I moved to a new school too, one that will present a greater challenge to my intellect."

"Is that so?" Stark said, thinking about it, "And where is this school?"

Peter was hesitant but decided to be frank with Tony, who had been kind to him and May in the past. "With the Reed Foundation."

Starks eyes went wide with shock, something that rarely happened to him. "You're the new member Richards is introducing tomorrow!"

"I am," Peter confirmed, as it felt good to tell someone about it.

"That son of a..." Stark stopped mid sentence and grunted as he took a few steps away. "Is there anything we can do to change your mind?"

"Fraid not," Peter replied, "The deal was sealed weeks ago. The ink is dry. All that's left is the big reveal."

"Can't say I blame him," Tony said, thinking about it. "What did he offer you?"

"Pretty much the keys to the kingdom," Peter answered, "Reed wants me to take his place and command the fantastic five when he eventually steps down. I'll basically inherit the entire foundation too."

"As much as I hate to say it," Stark said, "Reed's made a good choice. I think when you grow up you'll be the best of us all."

"This doesn't mean we can't work together," Peter added, "There's no reason why the fantastic five can't work with Shield or the Avengers."

"You're right," Stark admitted, "I look forward to many more collaborations."

"As do I, Mr. Stark." Peter said as he checked his watch. "I gotta swing outta here. Are you going to be at the big reveal tomorrow?"

"I will be now," Tony said with a wink, "Good luck, Peter."

Stark watched as Peter shot out a web with a flick of his wrist and swung away, off to get back to the tower before Reed's patience wore thing. Tony stood there for a moment and watched Spidey swing out of sight and then sighed.

"Contact Shield," Tony ordered, "Priority One."

Moments later, a voice answered.

"Stark," Fury said as he sounded like he was getting out of bed, "What the hell is going on that makes it a priority one call? Usually if there is priority one situation, I'm the one making that call."

"We need to talk," Tony replied, "I know who Reed Richard's new member is and you're not going to like it. He's poached one of our most gifted assets..."


	6. Chapter 6

Peter had trouble sleeping that night, but it was to be expected. When he eventually fell asleep, he was only down for a few hours. He had trouble finding anyone after he woke up but was finally informed that the team was in the gym, so he went to the floor where he found Ben Grimm working some serious weights while the other were on various machines. Reed was the only one not working out as he was speaking with his wife while watching Ben doing a serious bench press. Johnny was on a tread mill and just to startle Peter, his body burst into flames as he was jogging.

"Sorry kid," he said with a fiery grin, "Couldn't resist."

"I get it," Peter said, returning the smile, "I'm the new guy, it's all good."

It was this point when Ben stopped benching his weight, but Peter's head was tingling a bit as the big man was at the end of his set and was struggling to get his press up to the bars above him.

"Reed," Ben called out.

"You okay, Ben?" Reed asked.

"Need a little help," Ben replied.

"I'm coming," Reed said as he started to reach over with his arms.

"I got it," Peter said as he walked over. He was less than a few feet away from Ben when he called out and thought he would save Reed the trouble. Instead the look on Reeds face was one of shock and freight.

"Peter!" he called out, "Don't touch that!"

Before Reed could finish his warning, Peter had already grabbed the bar as he took the weight from Ben. He lifted it himself, and with no difficulty Peter placed it safely back where it was supposed to go. It was at this moment that all four members of the Fantastic Four stopped working out and all looked over at Peter with stunned looks on their faces. Peter looked around at everyone; finally noticing how freaked out they all were after what they had just witnessed.

"What?" Peter asked, "Did I do something wrong?"

"Did that just happen?" Johnny called out.

"It happened," Ben said as he stood up.

"Peter," Reed said as he slowly walked over, "How are you feeling?"

"I'm fine," Peter replied, "Why are you acting so concerned?"

"This metal," Reed said as he patted the weights on the really big bar, "This is a substance from a different galaxy. This entire weight system is engineered just for Ben. Each side weighs close to five metric tons. You just picked ten tons and it looks like you didn't even pull a single muscle doing it."

"Oh," Peter said as he realized what he'd just done.

"This is an interesting development," Reed said, thinking about it more. "Your strength, an obvious after effect of the bite, is remarkable. Just how strong are you?"

Peter stood there for a moment and took a deep breath. He then grabbed Ben's bench press with one hand, and lifted it off the bar with little or no effort. He held it five inches off the bar for ten seconds and then softly put it back down.

"Damn," Johnny said in disbelief, "Remind me never to challenge you to an arm wrestling contest."

"This isn't something you advertise to the public very much," Reed observed, "I assumed you were more of an agile hero that focused on speed, but your strength is something the was unanticipated. We're going to have to do more tests to see just how strong you really are."

"That sounds interesting," Sue said as she finally stepped in, "But all that can wait. We only have an hour to prepare for our big announcement.

"Of course," Reed said, as he appreciated the reminder. He placed a hand on the young man's shoulder, "Peter, Are you ready to face the world and become a part of the team?"

"As ready as I'll ever be," Peter replied, "Let's do this."

"Alright," Reed said as he gestured to the hallway, "Sue will help you get ready. I'll go out first and get the conference started.

As Sue and Peter walked away, Ben looked over at Reed with a face that showed his shock as well. "This kid is just full of surprises."

"Indeed," Reed concurred, "We'll have to be more vigilant to unlocking all the secrets that his powers haven't revealed to us yet."

"He's s good kid," Ben then observed, "I like him."

"Good to hear." Reed said as he started to walk away. "I'm going to get changed, I suggest you two do the same and join me in the lobby in twenty minutes.

Reed didn't even wait for a response and went back to his room to change into what was going to be his new uniform. It was a black outfit that had blue shoulders and in the middle of his chest was a white circle with a number in the middle of it. Reed's was the number one. His wife's uniform was number Two, with Johnny third and Ben being number four. When Peter made his entrance, he would be carrying the number five on his new uniform. It came with a mask, but Peter would only be using it once. Once Reed had changed and gone over his notes one more time, he left his personal Den and started to make his way to the lobby. There were hundreds of reporters and cameras, all waiting for Reed to arrive and make his big announcement. The entire world was waiting to see what would happen next.

Yet when Reed's elevator opened, he was met by a face that he had been anticipating for quite some time. The director of Shield, Nicky Fury, was standing at the door of the elevator, waiting for Reed to arrive.

"Director Fury," Reed said, not surprised at all to see him, "Thank you for accepting my invitation."

"Do you think I'm going to let you take him?" Fury asked, "What makes you think that we can't use his Aunt to retain custody of the young man? He is after all still a minor."

"You don't think I anticipated that?" Reed said, slightly insulted. "Peter's paperwork was filed with the courts two weeks ago. He's emancipated from his aunt and is now in control of his own life. Whatever path Peter chooses to make, it will be his decision to make, not ours."

Fury didn't seem to believe him, "How in the world did you get a judge to agree to your terms?"

"That was the Easy part Director," Reed said, smiling, "We told him the truth. That Peter had been fighting super powered villains since he was thirteen. That he's in control of his life more than people ten years older than him are. For my lawyers it was a virtual slam dunk."

"So the judge knows who Peter is?" Fury asked, stunned at the revelation.

"He does," Reed said, "And an hour from now it won't matter because the world will know too."

Fury's one eye widened at the revelation. "You're not!"

"We are," Reed confirmed, "This is a decision that was not taken lightly by the young man, but he's agreed to come out of the shadows and stand with us in the light of truth and transparency. You might want to try it some time."

"I hope you know what you're doing," Fury said, a hard tone when making the warning to Richards.

"I'm not just a few moves ahead of you Fury," Reed said, his tone more stern as Fury's, "I'm ten moves ahead of everyone on Earth. There wasn't a person alive on this planet that had the ability to challenge my intellect, until now. That young man is the future and with him on my side, the future of the foundation will be in good hands."

"That's what this is about," Fury said, as he understood, "You're looking for a successor, someone smart enough to fill your shoes."

"Something like that," Reed admitted.

"Are you ill?" Fury then asked.

"No," Reed answered, "but I'm not going apologize for preparing for the day that might eventually happen. Peter has an exceptional intellect, and even you have to admit that under my guidance, humanity will be better off with him here rather than in the shadows with you."

"I get it," Fury conceded, "Doesn't mean I have to like it."

"We're on the same side, Director." Reed reminded him, "If Peter wishes to work with Shield again in the future, all you have to do is ask. He's in control of his own destiny and is the only one making the decisions now."

"Well played," Fury replied.

"This isn't a competition," Reed informed him, "But if you'll excuse me, the world is waiting for me and my team to make our announcement.

"Alright," Fury said as he stepped aside and watched as Reed walked past him and down the hallway towards the press conference. "Nice uniform!"

"Thank you," Reed said, not surprised again.

By the time Reed arrived to the conference Sue, Johnny and Ben were already on stage. Sue walked over to Reed as she had see Fury in the hallway before he had spoken to Reed.

"Was that about Peter?" she asked.

"Of course it was," Reed replied, "They're not pleased one of their most promising young men jumped to our ship. A response was naturally expected."

"How angry is he?" Sue asked.

"He understands," Reed replied, "He may not like it but even he can understand that our new recruit will only flourish working with the foundation."

"Alright," Sue said as she kissed Reed on the check. "It's show time."

"Indeed," Reed concurred. He strolled right up to the podium and places his notes down, pausing for a moment so that photographers could get a clear shot of him with his new uniform on. "Thank you for coming. For the past decade, my team and I have been a solid unit that has defended this nation, this planet from various threats. During that time we've always been on the lookout for new people that might compliment our squad. I believe we've found such an individual. I have no doubt that this hero will be amazing, and dare I say, a spectacular new member to our ranks. Without further adue, I'd like to introduce you to the newest member to our team."

As he said that, Reed pointed up and standing on the ceiling, also in the black uniform that the other members were wearing, was Spider-Man. He was wearing a navy blue mask, very similar to the one he always wore but had silver eyes in them that really stood out with the new colour. As the cameras flashed, there was a hush as Spider-Man used his web shooter to swing across the lobby and then jump onto the podium with little trouble. While Peter had considered making a speech before the big reveal, he thought it was would be best to take a different approach this time out. The audience of reporters and photographers watched in silence as Peter grabbed his mask and tore if off. The young man with the blue eyes, and brown hair stood there unmasked and looked at the people in attendance for a few moments as the flashes that were now going off were ten times more intense than anything Reed's entrance had received. He strolled up to the podium to address the press.

"My name is Peter Parker," he called out, "And I am Spider-Man."

After the words left his mouth, Peter felt a weight lift off his shoulders. He looked into the crowd and to the left of him, wearing sunglasses and a suit that likely cost a fortune was Tony Stark. He didn't have any room to talk about people blowing their identities, as he came out of the superhero closet the first chance he got. So he knew all about not keeping secrets from the public. When he noticed Peter looking over, the young billionaire gave Peter a subtle thumbs up, just to let him know that no matter what happened that Stark would still have his back.

Peter took a deep breath and continued. "Almost two years ago when I was taking a tour of a genetics lab at Oz-Corp., I was bitten by a radioactive spider..."

The press was silent and respectful as Peter told them the whole story of how he became the web slinger that had been defending their city. Even J. Jonah was hanging off of Peter's every word, listening and writing notes down on a pad of paper he had brought with him. Peter was as transparent as Reed and he agreed he had to be, telling them mostly details the media was aware of but from a new perspective. More personal details such as relatives, friends and other things were left out. It was at this point were Peter than informed the media that he had accepted an offer from Reed Richards and his foundation to become a new member of their team and to work with them to better the world and make it a safer place. It wasn't a decision that he took lightly, but to use the baseball metaphor, he felt it was time to make the move to the majors: to be a defender of the entire planet, not just a single city in it. It was at this point when Peter took a step back and took a place beside Ben, as the fifth member of the team.

Reed walked up to the podium to make it official. "Ladies and Gentlemen, I present to you the Fantastic Five!"

With that the media became louder as they took more pictures of Peter standing with his new team, standing tall and more notably without his mask. According to the new pressers that were now being handed out to the media once the announcement was official, the new member of the team was being referred to as Peter Parker: the human spider. He would no longer be referred to as Spider-Man, as it was a name that was no longer necessary thanks to the transparency of the team.

Peter looked over J. Jonah Jameson who was standing up to get a good view of the newest member of the Fantastic Five. He didn't look angry as he seemed more intrigued with what he had just witnessed. Peter responded to his interest by tossing the mask he had just removed at Jameson. A gesture that couldn't be clearer to the Chief Editor of the bugle; he wouldn't be hiding behind a mask ever again. Jameson took the mask and put it into his pocket. The old man then and smiled back at Peter before clapping his hands, an act that suddenly became contagious as the entire audience in attendance joined in to cheer loudly for the new team. It was a gesture that was not lost on Peter, the first time that the old man had something civil for Spider-Man. He had won the man's respect, for now.

"It's finally over," Peter said, as he had been worrying about that moment for quite some time.

"Fat chance kid," Ben replied, "We're doing a press junket after this. Four hours of interviews with each and every channel and network that came here."

"Are you serious?" Peter asked.

"As heart attack," Ben answered, "This whole day is going to be dedicated to being fully transparent to the public. We're even going to be on the Tonight Show with Jimmy Fallon later on."

"Oh boy," Peter said as he smiled and waved to the crowd.

"I know," Ben said, as he didn't like it either. "Just a shame there was no galactic invasion that could take us all away from this. We won't get that lucky today."


	7. Chapter 7

" _If there's one thing I learned today,"_ Jameson called out from his massive jumbo screen in the middle of the city, _"Is that Oz-Corp needs to be held responsible for endangering children! The district attorney needs to get involved! How many more children were allowed to tour these hazardous laboratories?"_

Peter stood there and couldn't help but watch the screen from his bedroom. It had been over twelve hours since the unveiling and he couldn't believe it. J. Jonah Jameson hadn't said a bad thing about Spider-Man all day. The old man hadn't even mentioned that name anymore. Whenever Jameson spoke about him now, he was referred to as Peter or Mr. Parker, something the wall crawler wasn't used to.

There was a light knock on the door.

"Come in," Peter called out.

Reed Richards strolled into the room, aware that Peter had been standing there and watching the screen for hours. He could see the young man from one of his windows in the lab a few floors above.

"I'm sorry about that Peter," Reed started, "I didn't realize your biggest detractor would be screaming at you while you tried to sleep."

"He isn't today," Peter corrected him, "He hasn't said one bad thing about me since the big press conference. Was that your doing?"

"Excuse me?" Reed asked.

"Johnny said your lawyers would file a cease and desist," Peter explained, "I just didn't realize they'd move this quickly."

"As much as I love to observe the legal system in vocation," Reed admitted, "I have not made any intent known to the Bugle or its chef editor. Whatever he's been saying, or not saying in your case, is of his own free will. I believe that might have been your doing, Mr. Parker."

"You think so?" Peter asked.

"I know it, Peter." Reed continued, "Transparency is truth, and people want to know the truth even if it's none of their business. The more honest and transparent we are with the public, the more they'll trust us when we need to take action which is in their best interests. It takes a lot of courage to step forward and be honest with everyone. It's quite possible that your gesture wasn't lost on Mr. Jameson and he respects you a lot more today than he did yesterday. As do I, Mr. Parker. I'm very proud of how well you did today."

"Ben was praying for a galactic invasion," Peter informed him.

"Ben's always praying for a galactic invasion," Reed replied, laughing.

"Please tell me that the press junket is over," Peter pleaded, "It's getting to the point where I want to see a galactic invasion."

"It's over," Reed confirmed, "But Sue is insisting that you go through some battle simulations, just to make sure you're ready to go out into the field with the team."

"Battle simulation?" Peter repeated, "Do you have a simulator here in the building?"

"No," Reed answered, "I think it's irresponsible to have something that dangerous in the middle of the city. I also don't want Ben or Johnny accidently poking a hole in the side of the tower if their powers get the best of them. One of the best simulators in the country, possibly the world, it located up state in Salem Center, which takes less than five minutes to get to using our cars. It would seem illogical to build a new one when the Reed Foundation can just donate money to that organization in exchange for the right to use theirs for practice."

"Salem Center?" Peter replied, as he was unaware of such a simulator, which was obviously kept secret from the public. "Who has a simulator up there?"

"Charles Xavier," Reed informed him, "I've been working with his academy for over two decades. I even guest lecture there every summer and bring the G-Class over for intellectual competitions, just like real schools often do."

"I had no idea the foundation was this close to the mutants," Peter admitted.

"They're good people Peter," Reed continued, "They are the good guys who deserve our support and I've been one of their strongest backers. I have to go up there to support a mutant up there named Hank, who is dealing with a scientific puzzle that needs a fresh pair of eyes. Sue insisted I take you up there to make sure you're battle tested. I apologize if this offends you, she's just careful like that with every member of our team, even Ben."

"I don't want to be a distraction," Peter replied, "I don't want her to worry like that on the field, so I'll do it."

"Get some rest, Peter. You're going to need it." Reed said as he then turned to the window which had a view of Jameson ranting on the big screen. "Blast shields."

Out of nowhere, the windows were covered up with metallic covers, which not only removed the big board from view, but muted the sound from them as well.

"That should help," Reed said, patting Peter on the back, "I'll see you in the hanger at eight. Please be in your new uniform as well."

"Alright," Peter said as he watched Reed walk away. "Good night."

The next morning came quicker that Peter wanted it to as he the kind of sleep that was many hours but felt like his eyes were only closed for thirty seconds. He hit the kitchen and had a cup of coffee and just half a bowl of cereal before swinging down to the hanger to meet up with Reed who appeared to be up and working on things already. While Peter found it weird to be in his new uniform, he understood the request. Reed wanted Peter to do the simulations with his new outfit so he would get used to fighting in it, and without the mask. He almost felt naked without it, and this was going to be his first venture out of the tower without it, which made him a little nervous. They were traveling to a private school, so Peter wasn't too nervous about it, especially since many of the students were used the superhero thing already. Peter had met and even fought with a few mutants before, but visiting and socializing with them was going to be rather new for him. Like Reed had told him the night before, it took them less than five minutes to fly to Salem Center using one of the team's flyers. It was the first time Peter had taken a ride in one of the Fantastic Five's cruisers and the ride was even smoother than the one they had in the flying limo. Sure beat taking the bus, Peter thought to himself, looking out the window as the infamous mansion came into view.

"Where are we going to park?" Peter asked him.

"Wait for it," Reed said, smiling.

Peter watched in amazement as the front yard started to open to reveal an underground hangar, which had more than enough space for them.

"How did they know we were here?" Peter asked, realizing that Reed never even asked for permission to land.

"Telepaths," Reed replied, "You'll get used to it."

Peter was in awe as he realized who was waiting for them in the large hanger. The blue fur and the broad shoulders were kind of hard to miss.

"Hank!" Reed said as he stepped out of the machine with ease, as his legs extended to make up for the lack of stairs.

"Reed," Hank replied, "Pleasure to see you again."

Peter hopped out of the flyer as well, and landed close to Beast. "Dr. McCoy."

"Mr. Parker," Hank said, extending a hand for him to shake. "It's a pleasure to finally meet you."

"The pleasure is mine," Peter said, shaking his hand without hesitation. "I read your thesis on hormonal extracts and their effect on genetic mutations and that it was exceptional."

"Fascinating," Hank said, smiling back at Peter. "I can barely get some students here to read their assignments and you've read my entire thesis?"

"You're just scraping the tip of the iceberg my friend," Reed said, walking closer.

"I'm getting that impression," Hank said, rather impressed himself which didn't happen that often for him. The professor is waiting for us."

Peter and Reed walked with Hank to the elevator, which took the both up to the main floors where the school was located. Peter had no idea what to expect, but was surprised to see kids around his own age, running around and doing normal things he would observe in his own school. When Reed and Peter stepped out into the hallway that was when things changed. Everyone in the hallways stopped walking or talking to watch Reed and Peter walk by them.

"Don't mind them," Hank said as they continued to walk, "We cancelled yesterday's classes so the entire school could watch Reed's announcement. So everyone is aware of who you are Mr. Parker."

Moments later, they arrived to the office and a voice called out before Hank could knock, telling them to enter. As Peter strolled in with Reed, the man sitting in the wheel chair was patently waiting for them.

"Reed," Charles said as he shook his hand, "Good to see you again."

"Likewise Charles," Reed said, as he gestured to Peter. "I'd like to introduce you to my protégé, Peter Parker. Peter, this is Charles Xavier."

Charles replied with a grin as he was seldom surprised, "Protégé? That's quite an expectation you've placed on this young man's shoulders, Dr. Richards."

"I've never been more confident about a student before," Reed replied, "He is going to be the future of the foundation."

"He's that brilliant?" Charles asked.

"He read my thesis." Hank added.

"Now that is impressive," Charles said, grinning again. "Peter, no student is allowed access to the institute's simulator without my approval. I can tell just by doing a quick glance into someone's mind to see if they're ready for such a formidable task. I don't want to offend you, considering your record fighting villains in New York..."

"It's okay," Peter interrupted, "I don't want any special treatment."

"It will be alright, Peter." Reed explained, "The Professor will be taking only a small glance inside. He will only be allowed to see what you're willing to share with him and nothing more."

"Understood," Peter said as he walked closer to the professor. "I'm ready."

"Have a seat, Mr. Parker." Charles instructed as he rolled closer.

Peter sat down and watched as Charles came closer and placed both of his hands on each temple of his head. Rather than resist, Peter took a leap of faith and closed his eyes, opening his mind like a book. Reed had been lecturing him about transparency for weeks, so if felt natural for him to be completely open with the professor and let the man completely inside. They sat there for a few minutes as Xavier downloaded every memory that Peter could offer, from the bite that made him a hero to the death of Uncle Ben and Gwen Stacey. Charles also got a highlight reel of Spider-Man's greatest battles, including many the public was never made aware of, like the many sewer battles with Doc Connors as the lizard to being buried alive by Kraven the hunter. Xavier even had complete access to the secrets that Peter had kept to himself, such as the true identity of the Green Goblin. When the professor finally let go of his mental link with Peter, he opened his eyes and looked at Peter with a newfound respect for the young man.

"Thank you, Peter." Charles said as he backed away a bit. "That was quite educational."

"What did you see?" Hank asked, aware that took a lot longer than the usual scan Xavier did of the students.

"Everything," Charles informed him, "I haven't done a read that open since the last time I linked with Logan."

"He still owes me fifty bucks," Peter added.

"Indeed," Charles agreed.

"You saw everything?" Reed repeated.

"Yes," Xavier confirmed, "More than enough to know that this young man is more than capable of living up to the expectations you've given him. Peter is a remarkable young man, so mature for someone his age."

"So I take it Mr. Parker is approved for the simulator?" Hank inquired.

"Without a doubt," the professor answered, "Peter is cleared for Alpha Status simulations. I'll inform Scott he will be joining his team with their simulations this afternoon."

"Alpha Status?" Hank repeated, "Are you sure about that?"

"I am," Charles replied, "I'd give him a higher status if we had one."

"Excellent," Reed said, proud of what he had just observed. "When Peter is working with Scott and his team, I'll help Hank with in the lab."

"Your help is greatly appreciated, Dr. Richards." Hank said, eager to get the help he needed with a vital experiment he was working on.

Charles had just opened his eyes as they were closed for a moment. "I just informed Scott of your addition to his team this afternoon. He's not impressed with the lack of notice, but he'll get over it. I suggest you go to the cafeteria and get something to eat, Mr. Parker. Some of the simulations have been known to last for hours, especially when working with Scott's team."

"We already ate," Reed commented.

"You did, but he didn't." Charles corrected him, since he already read his mind like a book earlier. "Grab a small bite, Mr. Parker and mentally prepare yourself for one hell of a fight."

"Go ahead, Peter." Reed told him, believing what the professor had said, "Hank and I have something to take care of."

Peter did as he was told and walked back out into the hallway. He could feel everyone's eyes on him as he strolled through the hall with his new fantastic five uniform on. The white circle with the number five in the middle of it was hard not to spot and some kids excitedly high fived him while he was walking to the cafeteria.

"Hold on," Peter said to himself, "How do I know where the cafeteria is?"

"I planted the information in your head," the professor replied, "I gave you a map of the entire academy, so you'll know where to find Hank and Reed."

"Oh," Peter replied, "Thank you, Professor."

"Try the meat loaf," Xavier replied, "the cook does something unique with hers."

"Alright," Peter said as he walked into the large cafeteria where there was already dozens of students eating their lunch. Every one of them stopped eating and looked up as Peter walked into the room. The very person they were watching on television the day before just walked right into their mess hall.

"Is that him?"

"That's Peter Parker!"

"It's Spider-Man!"

"More like Spider-boy, can he even drive?"

As Peter was strolling deeper into the mess hall, one student stood up and walked up to Peter. The kid kind of reminded Peter of Flash as he was taller and looked just as mean, with that look in his eyes that usually meant trouble.

"You don't look so tough." The kid said to Peter.

Without any warning, Peter grabbed the kid and threw him up. Just as the kid's back made contact with the ceiling, Peter unleashed webbing from his shooters and secured him to the ceiling with little effort. He used enough webbing to make sure the kid was stuck there for quite some time.

"Thanks for hanging around," Peter said as he gave a half salute to him.

The kids in the cafeteria all roared with cheers and laughter as Peter walked up to the cooks who were serving the food and ordered the meat loaf as the professor had recommended to him. Walking back to the tables with a tray of food, Peter looked for an empty table and quietly sat down. He could feel all the kids still staring at him, but no one was brave enough to walk up to him until ten minutes before two people strolled over. When they arrived at his table, Peter looked up and was surprised to see two beautiful teenagers his own age standing there with trays of their own. One of them was Asian, with a yellow jacket and sunglasses, while the other was pale skinned with long brown hair.

"Hello, Spider-Man," one of the girls started, "My name is Jubilee, and this is my friend kitty."

"Hi Peter," Kitty said, "You're even cuter in person."

"We'd like to sit with you," Jubilee continued, pretending that didn't happen.

"Of course," Peter said, smiling at them. "It'd be my pleasure."

Peter wasn't used to be the popular kid, but that's exactly how he felt talking to the two lovely women, answering questions about now being in the fantastic five. It was something he would have to get used to, as now everyone was going to want to speak and get to know the man who was masked for so long. He was having so much fun that Peter almost forgot that he had a very dangerous simulation to prepare for.


	8. Chapter 8

Peter was uncharacteristically quiet on the ride back to the city. Being with the Mutants at Xavier's academy had made quite the impression on him, to the point where he was glad to know they were all on his side. Peter know that any paranoid civilian could panic and assume that Xavier was amassing an army, but the actual fact was Charles was providing a safe haven, a place to protect the children from the people who would harm them only because they couldn't understand them. He understood why the mutants were afraid, as Peter suffered from the same fear himself. What his Aunt May would say, or anyone else if they found out that young Peter Parker wasn't normal.

"You've been awfully quiet," Reed observed, "I was told you had no difficulty in the simulator."

"A little," Peter corrected him, "Logan is right, Scott is too bossy."

Reed let out a laugh, "The professor trusts him for a reason. You might not like your leaders, but that doesn't mean you can work with them to achieve success."

"Fair enough," Peter noted.

"I can tell you connected with the professor," Reed also added, "He has the ability to do that with even the most stubborn of people."

"Like Logan," Peter said, remembering he came up a few times.

"Especially Logan," Reed confirmed, "I'm surprised how well you get along with the Wolverine. He usually doesn't play well with others."

"We shared a special one connection one time," Peter informed him, "Mysterio swapped our brains one time. That was quite experience, walking in Logan's shoes for a whole day. We've been close friends since then."

Reed was stunned beyond words, to hear Peter experience something so profound but not being mentally harmed that much by it. They didn't say much more after that, as they arrived back in New York and the tower in little time. When the shuttle came down for landing hangar, Sue was there waiting for them and eager to hear what had happened.

"How were the simulations?" Sue asked as the door opened.

"They were okay," Peter answered modestly, before slinging a web to swing away to the hallway to walk back to his room.

Sue turned to face Reed, "They were okay?"

"He's being modest," Reed replied, "You have nothing to worry about. Peter couldn't have done better if he tried."

Upon hearing what level Peter was testing at and whose team he was working within the simulator, Sue seemed shocked again by Peter's achievements.

"He is just full of surprises," Sue admitted, "It's going to take a while to get used to him exceeding our expectations."

"This is just the beginning," Reed said, placing a loving arm around his wife's shoulders. "His potential is limitless, but he's still young. He is going to be surprised himself when he realizes what exactly is out there in the known galaxy. What threats lie out there that we've battled before, and many have to do battle with again one day."

"Let's not push him out there too quickly," Sue recommended, "I'd rather give him a some time before overwhelming him with much of what we know about the worlds and evils that lies out there."

"Agreed," Reed said, kissing her brow. "He must be educated, trained for what lies out there first. He will learn from our mistakes, hopefully so that no one will make them again."

"Speaking of things that lie out there," Sue said, smiling. "You've been summoned to have tea with the sorcerer supreme tomorrow."

"Is that so?" Reed said, intrigued. "Should I take Peter?"

"You should," Sue replied, "He's been invited too. It appears everyone is curious about our new protégé."

"I expected the press and the people to act like this," Reed confessed, "But it appears a lot of our colleagues can't help themselves either."

"It's to be expected," Sue replied, "Everyone is curious when a secret is revealed, no one immune from curiosity. This will be a good step for Peter to take, a small sample of the vast universe that awaits him."

"Agreed," Reed concurred, "We'll just ask Stephen to ease up on the grand nature he has about him when explaining himself."

"Yeah, good luck with that." Sue said, laughing at the thought.

Reed didn't bother Peter for the rest of the day, giving him time to wind down and rest from the onslaught of simulations he tackled that afternoon. As the Professor had surmised, Peter had no trouble working with Scott's crew and dispatching of anything that was tossed their way, even a fleet of armored sentinels. Peter didn't slow too much, as he joined the G-Class for the last hour of class and then spent the next hour catching up on what he had missed earlier in the day. It was no trouble at all for Peter to plow through the work, as even the gifted class was starting to look below his immense intellect which Reed had feared. Once his work was finished, Peter chose to head down to cybertronics, a robotic division of the Reed foundation. He spoke with the engineers in the division and then showed them his web shooters and started to brainstorm with them about upgrades. It was four hours later when Reed came down to cybertronics to see what he was up to.

"Peter," he called out, "Is this your idea of settling down for the day?"

"I'm sorry," Peter replied, not even looking back. "I was getting bored and I've been dying to use some of your toys to upgrade my own."

"I see," Reed said as he walked up to inspect his work. Peter and the engineers were not just upgrading his shooters, they were building new ones from scratch. He was using a new metal that was not only stronger, but smaller so that the shooters were more out of the way and not as bulky.

"This metal is a good choice," Reed said, continuing his inspection. "It's so dense that you could use this as arm guards to defend yourself from weapons such as swords or clubs. Yet it's thinner so no one will be able to notice them as much."

"We're also upgrading the shooter system, adding options." Peter informed him.

"What kind of options?" Reed asked.

"Different web settings," Peter replied, "Light webs, or more dense webbing for stronger villains. There's even a setting to shoot web balls which act like small rubber bullets. I'm just trying to offer a variety so that I can be ready for most situations."

"Preparation is the key to any success," Reed concurred, "But don't stay up all night working on this. We have an important meeting tomorrow morning."

"We do?" Peter said, looking back at Reed, "With whom?"

"It's hard to explain," Reed admitted, "But he's a close friend and a man you definitely want to have on your side. We are meeting him at eleven tomorrow, meet me in the lobby at ten. I'll have a suit sent to your room before then."

"Hold on," Peter said, as he stopped working. "A suit?"

"Yes," Reed confirmed, "The person we are meeting is one of the most powerful men on the planet so while you can keep your new uniform and shooters underneath, we are going formal for this meeting."

"Alright," Peter said, "I'll head to bed after finishing these calibrations."

Peter was true to his word, heading to bed after the calibrations were done. He was used to heading to bed that early, but after all the late nights he came home to May's sore and in a lot of pain, it felt great to hit the sack without having to tend to his wound first. He slept soundly till there was a loud knocking at the door, which was the tailor with his new suit. They already had his measurements so Reed picked out something for him and Peter didn't fight it as he just put it on and prepared for the meeting Reed seemed to be so excited about. As long as it wasn't with the media, Peter was willing to go with it. Reed said something about the most powerful man in the world, so were they going to the white house? His hopes would be dashed later on when the car they took only drove them to another part of New York instead of Washington. Peter stepped out of the car and held the door for Reed before taking a look at the building that stood before them.

"One of the most powerful men in the world lives here?" He asked.

"Appearances can be deceiving, Peter." Reed answered, "You are about to gain a little perspective about powers you never knew even existed before."

As they walked up to the door, it opened all by itself to let them in. There was also a loud booming voice coming from upstairs.

"You may enter," the voice called out.

Reed sighed, "Stephen was always one for drama and theatrics. Come along."

As they walked into the foyer, Peter's spidey sense went off just before he noticed a man in a blue outfit and red cape levitate down to their floor. The man was unarmed so Peter did his best to relax and the man seemed to be pleased to see them.

"Thank you for accepting my invitation," the man said to Reed.

"Thank you for inviting us," Reed replied, "I'd like to introduce you to my protégé, this is Peter Parker. Peter, this is Doctor Stephen Strange. He's also known around the world as the Sorcerer Supreme."

"Doctor Strange will suffice," Stephen said, offering a hand to Peter, "It's a pleasure to finally meet you."

"Thanks," Peter said, shaking his hand.

"I've been aware of your plights as Spider-Man," Strange said, gesture them to follow him into another room. "But I didn't know the details of who you really were which confounded me. I try to know as much as possible about everything going on in my territory."

"Territory?" Peter said, confused.

"The world is protected by three mystical realms," Strange explained, "While the Avengers protect the world from physical threats, my colleagues and I defend our home world from those who mean to harm it from a mystical plane."

"You mean like magic?" Peter said, finding it all hard to accept.

"After all you've encountered," Stephen said with a grin, "Can you really be surprised to learn that Sorcerers such as myself exist?"

"I guess not," Peter admitted, "At least there are good people like you on our side to take care of that."

"And how do you know I'm good?" Stephen asked, "I'm merely curious, Reed."

"His spidey sense," Reed answered.

"And that is?" Stephen inquired.

"It's almost like a telepathic sense," Peter explained, "a six sense that tells me whenever I'm in danger. It went off a bit when I first saw you but I think that had more to do with your strange cape than anything else."

"Fascinating," Stephen said, thinking about it, "He has a biologic alarm system?"

"Pretty much," Reed confirmed, "It also warns him of danger in real time, which means it's nearly impossible to sneak up on him."

"That explains so much," Strange said as he took a seat in the main room where he was leading them. There was a tea set on the main table that started to pour the cups of tea by itself as they all sat down. "All this time, we assumed Spider-Man was very quick and agile, but he was also prophetic and able to dodge something before it got anywhere near him."

Peter took the cup of tea as he floated up to him, "Thank you."

"Your revealing to the world has sparked quite a chatter," Stephen continued, "but I am offering my assistance should you or Reed ever require opposing anyone using the mystical arts."

"Your offer is appreciated," Reed replied.

"Yes, thank you." Peter said, sipping his tea.

After speaking with the Sorcerer Supreme for about another half hour, learning more about the mystical world, Doctor Strange walked them back to the door to see them out. Peter was the first to say goodbye and walked back to the car waiting outside.

"Like many others, I had no idea Spider-Man was so young," Stephen said to Reed, "the things he's been through would traumatize most kids his age."

"I think his enhanced intellect helped minimize that," Reed guessed.

"Just how smart is the young man?" Stephen asked.

"He's going to surpass even me one day," Reed informed him.

"That had to be hard for someone with your ego to admit," Strange said as he patted Reed on the back. "I wish you the best of luck my friend."

"To you as well Stephen," Reed said, shaking his hand again. "Thank you for your support."

"It's here if you ever need it," Strange said as he floated backwards, with the door closing once he was out of range.

Reed smiled at the showmanship. After all these years, Stephen was still enjoying the little things about being a Sorcerer. Mr. Fantastic shrugged it off and walked back to the car, aware that there were more pressing waiting for him that afternoon. The world didn't revolve around the Mystic Arts, but it was still nice to check in on them and make sure everything was all right. Yet it was during their ride back to the Tower where things got a little sticky. Halfway to their destination, Peter's spidey sense went through the roof, as he was given a painful warning.

"Peter?" Reed called out.

"Out of the car!" Peter said as he physically kicked Reed out through the door. He had hit Reed rather hard, but it was necessary to get him out considering they were both in immediate danger.

Reed couldn't see what was going on but moments after Peter had kicked him out the door, the car turned into a fireball as it exploded. He was unable to see if the young man that had kicked him to safety had managed to get out himself.

"Peter!" Reed called out.


	9. Chapter 9

Right after the explosion, Reed got back to his feet to look around. He surveyed the damage but there was no sign of Peter. Reed started to remove what was left of his suit, which was damaged from the explosion, when he caught sight of the source of his troubles. He couldn't recognize the man from the distance, but he was flying around on some sort of miniature platform.

"Who is that?" Reed asked no one in particular.

"That would be the Green Goblin," a voice called back.

Reed looked up, the only direction he hadn't checked since the car had exploded. Peter was hanging upside down and had also stripped down to his uniform. He left go of the webbing and flipped back down to the street where Reed was.

"How did you get out of the car?" Reed asked.

"The sun roof was open," Peter answered, "Once you were out that was the quickest exit for me. But it was also the easiest target for Goblin. I escaped just as the grenade he tossed went in. That was too close."

"Indeed," Reed said, looking around. "How many of these Goblins are there?"

"Why do you…" Peter turned around and spotted a second man flying around. "There are two. This one is called the Hobgoblin."

"Right, so which one do I take?" Reed asked.

"Take the hob… the yellow one," Peter replied, "The Green Goblin is going to come right for me no matter what."

"Fair enough," Reed said as he started to walk away towards the man in yellow flying around, "please be careful, Peter."

"I'll try, but make no promises." Peter said, as he checked his shooters which were near full capacity, which meant he was ready to give that green bastard one hell of a fight. He slug a web out to the lamppost closest to him and used it to sling himself into the air, get some space to start using the buildings to swing closer to his opponent. Once he was within earshot of the Goblin, he stopped swinging and stuck to the nearest building.

"Osbourne!" he called out, "Is that really you again?"

"Oh Peter," the Goblin replied, "So nice that you remember. I have to say it was a wise move to go public, taking away the only leverage I had on you. Even your aunt has moved away, that was unexpected."

"She's somewhere you'll never get her," Peter called back.

"Really?" the Goblin called out, "Is that a challenge?"

"More like your funeral," Peter corrected. He knew May was safe in the new town Reed located her too, and it was another piece of leverage the Goblin no longer had to hold over him.

"You first," The Goblin said as he tossed two more grenades at Peter.

Peter shot out a net of webbing and tossed both grenades upwards, allowing them to explode without harming anyone. Peter than swung to the other side, trying to punch Goblin but he flew out of the way, this time shooting stars out of his glider. Peter was able to move out of the way, barely missing the projectiles flying his way. He tried to shoot a web ball at Goblin but he was again too fast, shifting out of the line of fire.

"This ends now," Peter called out, "We're going to bring you down?"

"We?" Goblin called out.

"Yes!" a voice called out, "He said we!"

The Goblin barely had enough time to turn around and see the flaming man flying by him. As Johnny did so, he fired a brutal fireball that knocked the goblin off this flyer, sending him falling all the way to the ground. Peter knew the Goblin's tactics, so he fired a web at the Goblin's flyer so that when he tried to command it to save him, it crashed into the side of building rather than to his rescue. On the ground however was something else waiting for him… as in some Thing.

"It's clobbering time!"

Ben Grim had run all the way from Reed tower and while he was a little out of breath he had more than enough power to punch Goblin with every ounce of power he had just before he hit the ground. That punch sent the Goblin flying into and through a brick wall, knocking him out completely. Reed was holding his own with the Hobgoblin, using his arms like slingshots to fire his own grenades back at him. But once he realized that Johnny Storm and Ben were there, he high tailed it out of there when he realized that the other Goblin was down.

Peter swung back to ground and the four of them met on the ground. Once he was on the ground, Peter realized that Sue was there as well. She had been there all along, using her shields to protect civilians from fall debris from the battle while letting the boys take care of the menace. The people who were still around starting to clap and cheer, realizing they had just witnessed the new team, the fantastic five, in action for the very first time. They had made very quick work out of what would have taken Peter hours to take care of by himself, and it would have been very painful too.

"What do we do with the green one?" Ben asked.

"Contact Shield," Peter suggested, "They have a cell made just for him."

"Less paper work for us," Reed concurred, "I'll make the call. Peter, you him with some webs so he cannot escape till Fury's men get here."

As Peter walked up and tied Goblin up with some shooters, he suddenly realized that Goblin was already awake.

"If you're hurt," Peter said to him, "Shield will give you medical attention, after they toss you into your custom made cell first."

"Well played, Parker." The Goblin replied, "I didn't really believe you had joined their forces. You didn't seem like a team player to me. You usually do the solo thing."

"Not anymore," Peter said to him, "I didn't just pick up a new team, rather than a new family. And as you can see, they're not pushovers."

"Indeed," the Goblin said, before passing out again.

"Everything all right Pete?" Johnny said as he landed beside him and flamed out.

"It's good," Peter replied, "Just some post battle jabs."

"Shield is incoming, will be here in five." Johnny told him.

"Great," Peter said, "this should be fun."

The Shield cargo ship landed at the scene shorting after it was secured by the local police forces. Ben was nice enough to pick Goblin up and carry him to the Shield agents who had a stretcher brought out for the villain. Fury was there and he walked up to speak with Peter.

"Nice uniform," he said to the young man, "It's going to take a while to get used to seeing you without the mask."

"You'll adjust," Peter told him, "The world will."

"Well, well," Fury said, smiling. "I wouldn't have believed it if I didn't see it with my own eye; Peter Parker, growing up so fast and going pro."

"Had to happen someday," Peter confessed, "I'm sorry Nick, I got an offer that I couldn't refuse."

"So I heard," Fury concurred.

"This isn't the end of the world," Reed said, finally stepping in. "We're both on the same side. It's not like he joined Victor or Red Skull's army, is it?"

"I suppose so," Nick said, looking at Reed. "Doesn't mean I have to like it."

"No, it doesn't." Reed said, agreeing with him. "But you have to respect the decision Peter made and live with it."

"Fair enough," Fury said before walking away and back onto the cargo ship that now had its prisoner. As it flew away, the five members of the team stood there and watched as it took off.

"He didn't look happy," Johnny finally said, breaking the silence.

"Do I look like a give a crap?" Ben replied.

"He's right," Reed said, "He's not angry enough to do anything about it, hopefully he'll settle down after time and we'll be able to work together again."

"Forgive me if I don't hold my breath." Ben said, as he turned away to start the long walk back to the tower.

"Later germs!" Johnny said as he lit of fire and flew away.

"Let's grab a taxi," Reed suggested.

"You guys go ahead," Peter said, "I'll walk with Ben."

Peter swung away to catch up with the big guy who had already covered half a block. The Thing's shoulders were so big that Peter was able to land on one of them and sit himself down.

"Hey Ben," Peter said to him, "Thanks for the help back there."

"No problem, kid." Ben replied, "Was a little too short for my liking."

"I guess, but you saved Reed and I a lot of time and trouble." Peter informed him, "and a lot of people could have been hurt during that as well. You really saved the day for a lot of people back there."

"I guess," Ben said as he kept walking, "Do I get a medal?"

"I'm afraid not," Peter said, but he pointed in a certain direction. "But there is this great place over there that serves my favorite pizza. My treat cause I got my first paycheque from the foundation today."

"I'm not a cheap date," Ben warned.

"I can handle it," Peter replied, "It was a big cheque."

"Do they have anchovies?" Ben asked.

"Yes, they do." Peter answered.

"Okay," Ben said, "Lead the way, web head."


	10. Chapter 10

The next two weeks after the fight with the goblins was for Peter a much needed break from all the action. He spent most of his time with the G-class, catching up on the materials he has missed since the beginning of the semester and then used his spare time in cybertronics, continuing to work on his new shooters. Even Sue was pleased with his dedication to both work and studies, as Peter made the most of his new opportunity. The night things changed was a quiet one at first, as Peter went to bed after reading a few research papers, one of them written by Hank McCoy. Peter had been asleep for no more than a few hours when the voice called out to him, a voice that Peter remembered hearing a few weeks earlier.

"Peter," the voice called out, "Help us."

Peter eyes opened as he shot up in bed, covered in sweat. He dashed to put on his uniform and his shooters and looked for Reed in the one place he knew where to find Richards at this time of night, in the hangar working at his station.

"Reed!" Peter screamed out, as he came jumping into the hangar.

"Peter?" Reed said, as he put down what he was working on. "What are you doing up at such a late hour?"

"He called to me!" Peter called back out, "I heard him just like when I was at the academy. He's asking for help!"

Reed didn't need to ask Peter for an explanation as that was more than enough Intel for Mister Fantastic to figure out what was going on. "The professor is in danger. Let's lend him a hand."

Reed stretched out his hand to the other side of the hanger, and hit a big red button that was rather obvious to anyone what it was. The alarm started to wail, waking up any member of the Fantastic Five that was sleeping. As if that wasn't enough, Reed's voice came over the com as he called out to the other members.

"Code Red," Reed called out, "I want everyone in the hanger for launch in three minutes! This is not a drill!"

The tone of Reed's voice was all the team needed to hear as they came walking into the hangar in less than ten minutes, taking their spot in the massive flyer that was used to carry the entire team. Peter took a seat next to Reed in his pod for the time being so that adjustments could be made for his own private seat. No one said a single thing, as the flyer took off and launched itself at high speed towards Salem Center. Peter was nervous the entire way out, but knew that it had to be bad if the Professor himself was calling him for help. When they started to approach the town, there were fires in the distance that gave the team all the information they needed to know. Johnny was finally the first to speak as he noticed something in the distance because of its silhouette in the flame.

"What are those tall things?" He called out.

"Sentinels," Peter replied, as he felt a chill run down his spine. "Those machines are engineered specifically to fight super powered beings like ourselves."

"How do you know this Peter?" Sue asked.

"The simulations," Reed replied.

"That's right," Peter confirmed, "Scott and his team have been training for this attack for quite some time. I guess the Professor knew it was coming."

"He won't have to fight them alone," Reed said, as he sped up the flyer to get them closer. As he was flying towards the academy, there were air defenses in force as well; several military helicopters, one of which didn't hesitate to contact the flyer.

"Unidentified aircraft," the voice called out, "You are entering a restricted airspace. Turn around immediately or face the consequences."

"This is Reed Richards with the Fantastic Five," Reed replied, "This operation is an illegal act. I order you to stand down."

"And if we refuse?" the voice asked.

"Then it will be clobbering time." Reed replied.

"Oh damn," Ben called out from the back pod, "It's hitting the fan now."

The helicopters responded by fired their rockets at the flyer.

"Johnny!" Reed called out as he hit a button to release the human torch.

Johnny blazed out of his seat and flew towards the rockets, taking them all down to with ease with a barrage of fireballs. Taking out the missiles gave the flyer all the time it needed to pass by the blockade and continue towards the academy which was on fire. The tall machines standing over them were hard to miss, as there were at least twenty of them fired lasers at various targets, including the academy itself.

"There are so many of them!" Sue called out, stunned by the war zone that lay before them. "Reed, what's the plan?"

"Sue, you and I will enter the building and evacuate as many mutants to the flyer as we can." Reed replied without hesitation, "Ben!"

"Yeah Reed?" Ben called back, eager waiting to receive his orders.

"You and Peter take care of the sentinels." Reed commanded, "I want them all turned into rubble, every damn one of them!"

"You got it, Reed." Ben said, cracking his knuckles.

Peter and Ben jumped out of the pods they were in and sailed down to the ground at exception a speed. Peter used his webbing to form gliding wings as he sailed safely to the ground, while Ben didn't care about impact as he landed hard on the ground, and then launched himself into the and fired himself like a bullet as he rolled into a ball to become a fierce projectile. Ben's body smashed through the first sentinel's chest, taking it out immediately. Once back on the ground, he jumped again at another Sentinel, punching its leg of with a single blow. As the one legged Sentinel started to fall Ben wound up and punched the robots head off. He then ripped the other leg off and proceeded to use it as a club to whack to the remaining robots with. Peter used the trees to swing as close to the academy as he could, and he could see some of the X-men he worked with in the simulator out there fighting the real Sentinels. Cyclops was firing his lasers at them, tearing into the robots as they seem to just keep coming at him. Another robot was about to fire a laser at Cyclops from behind, but Peter fired a web at the robot and yanked its head to the side, causing the laser to miss Scott and instead hit another Sentinel and drop it to the ground.

Scott turned to see Peter land on the ground near him, and all he could do was smile as he was happy to see him this time.

"Thanks for joining the party," Scott called out, "I assume the professor reached out for reinforcements?"

"You could say that," Peter said, running up to back Scott up. "We brought the whole team with us. Ben is taking care all of the Sentinels over there."

"I was wondering where they had gone," Scott said as he fired another laser, taking out another robot. "I was worried we couldn't hold them all off. That shouldn't be a problem with the Fantastic Four here."

"Fantastic Five," Peter corrected him.

"Sorry," Scott called back, "That will take some getting used to."

Before Scott could say anything else, Peter swung into action and attacked one of the Sentinels that were trying to flank them from the left. He fired an array of webs from his new shooters, mostly light webbing to distract the robot before he fired stronger webbings around its legs. Peter then used his immense strength and yanked the robot off its feet, sending it crashing to the ground. Ben Grimm then came leaping out of nowhere to do a power landing on top of the robots torso, crushing it completely. He then proceeded to rip the robots head off for good measure.

"Go to the other side of the school," Scott ordered, "Ben and I can handle the metal bastards out here."

"Gotcha," Peter said as he started to run for the other side of the school. As he was running, he came across the rubble of one of the Sentinels, and he couldn't help but stop to look at it. He walked over to what was the torn out arm that was a mangled mess, but there was a logo on the underarm that was clear enough for Peter to read. He stood there in absolute shock, unwilling to accept the truth that was printed on the robot that was attacking the academy: **STARK INDUSTRIES**.

Peter was standing there in disbelief, when he was finally snapped out of the moment when he heard a woman scream in horror. He looked up and realized it was coming from outside the back part of the school. He fired web shooters at the school, and catapulted himself over the roof of the building, leaping to the other side as quickly as he could. When he landed on the other side, there were several young kids trying to run but a Sentinel was standing in their way. Filled with rage, Peter proceeded to pick up a rather sizable statue that stood outside the academy, as it was a round piece of rock that had the x logo in the middle of it. Despite being made of marble Peter had no trouble lifting it off its base, as it was much lighter than Ben's barbells. Before the robot could take any aggressive action against the kids, Peter heaved the massive rock at the Sentinel like a pitching tossing a baseball at a batter's head. The rock connected with the Robot's head, which tore into it and nearly tore it off completely. Peter used the moment of distraction to fire webs at the robot and knocked the robot down like the previous. Since Ben was not around to help out, Peter picked the rock he just tossed back up and drove it through the robots chest, finishing it off.

Peter turned to face the children, most of them no older than twelve, who were being escorted out of the building by two familiar faces: Kitty and Jubilee. They were both surprised, but happy to see him.

"Peter!" Jubilee called out, "You have no idea how happy we are to see you!"

Kitty didn't say a thing as she ran over and hugged Peter to show her gratitude for what he had just done. Peter picked up one of the kids that was walking around in her bare feet, and took Kitty's hand.

"Let's get these kids out of here." Peter told them, "According to the tracker in my shooter, the flyer is just over there."

"Peter," A voice called out, "What are you doing out here?"

Peter was still holding the young mutant in his arm as he turned around to look at the man who had called him out. Tony Stark was there, in an Ironman suit that closely resembled the colors that the Sentinels happened to be sporting. Peter couldn't help but have a face of utter disgust as he called back out to the man who was just recently his mentor.

"I could ask you the same thing!" He called back out, "What is Stark Industries, or the Avengers and Shield for that matter, doing here attacking these people? Don't you have better things to do than to bully children?"

"These are not children!" Stark replied, "They're enemies of the state."

"According to who?" Peter asked him, "You? Fury?"

"How about the United Nations!" Start called back to him. "The mutants refused to sign the Sarcovia Accords, and we cannot afford to have another army of super powered beings building up in our backyard. Shield already made that mistake once with the Inhumans."

"The what?" Peter called out.

"Long story," Tony said, unwilling to get into it. "The point is Shield cannot allow someone to build a force capable of challenging the Avengers. So stand aside Peter, and let us take care of the threat."

"Never," Peter replied, a sharp tone of defiance in his voice. "The only way you're getting to these people is over my dead body."

"I have more Sentinels," Tony reminded him, "A lot more."

"I have a Thing!" Peter retorted, "Along with a human torch, an invisible woman and mentor who is quite fantastic."

As if he had heard his name being dropped, The Thing came leaping out of nowhere and landed close to Peter but not close enough to hurt the kids that were standing around him. Ben looked fired up as he stepped up to stand beside his new teammate in total defiance of the Ironman that floated before them.

"I don't care if you have hundreds of these tin men, Stark!" Ben roared at him. "I'll send every damn one of them to the scrap yard!"

Tony looked down at the formidable force that lay before him and realized he had been bested. He had programmed the Sentinels to specifically take on the X-Men and their unique abilities, but none of them were prepared to take on the Fantastic Five. He signaled all the robots to retreat, aware that the fight was over. He remained there for a moment before his helmet closed up and he fired off into the sky himself, following the Sentinels that had already taken off.


	11. Chapter 11

Professor Xavier wanted to repair the school, something he had become quite good at doing after a few tries, but this was not currently an option. Richards was sure Shield and Stark would attempt to take the mutants again, meaning it wasn't safe for any of them to remain at the academy. The students and even the X-men would have to be relocated. Until they could figure out a safe haven for the children, Reed offered to let them all stay at the tower, confident that neither Stark nor Fury had the balls to send Sentinels into battle in lower Manhattan. It took the flyer a few trips but the managed to get every student and teacher from the academy over to Reed Tower and situated in a matter of hours. To make room for their new occupants, Reed had organized many people to share apartments to maximize space. It wasn't that the tower didn't have adequate accommodations, but there were over two hundred students that were being housed there with little or no notice. Peter gave up his condo which they managed to squeeze several cots into, and he joined Johnny in Ben's room, as no one immune to sharing during this situation. Peter wouldn't mind spending time with his new teammates, but his encounter with Stark was still on his mind. He was pacing on the ceiling of Ben's apartment when the big man finally spoke to him.

"You're quite upset about this," Ben called out to Peter, "I haven't seen you this agitated since you arrived."

"I trusted him," Peter replied, looking back at Ben. "He was supposed to be one of the good guys. He just tried to steal children from a school, just because they were different. I thought we were all better than that. I thought he was."

"I get it," Ben said, "You admired the guy, and now you see him for what he really is. He's human like the rest of us, capable of making mistakes and even choosing the wrong side."

"I chose the wrong side," Peter replied, "I can't believe how wrong I was."

"What do you mean by that?" Johnny asked, confused.

"Stark asked for my help a year ago," Peter explained, "He needed a team to bring in Steve Rogers and Bucky Barnes. Turns out they were doing a little recruiting of their own and two super-powered squads did battle at the drop of a hat."

"Hold on," Johnny said, remembering something. "The airport in Germany, you were there when Stark tried to apprehend Rogers?"

"I was," Peter confirmed, "I helped him bring in half of that squad, and now I don't know if I was fighting on the right side. Now I'm starting to see things from Steve's point of view. Thank goodness I was too young to sign the accords at the time. If this is what can happen because of it, I will never sign it."

"You won't have to." Ben told him, "None of us do."

"What's that supposed to mean?" Peter asked.

"The Foundation is exempt from the accords," Johnny replied, "Reed has a sit down with the President and pretty insisted that exceptions be made not only for the safety of the country, but the planet. Our own contract already keeps us in check so it was redundant to add more oversight. Reed was prepared to challenge the government for breach of our contract if they didn't add the clause, and the President caved. On page two hundred and something there's a small list of people who are exempt from the accord, and the Foundation is right there in the middle of it. You won't have to sign it; they can't even ask you to."

"That's neat," Peter said, jumping off the ceiling. "I'm going to grab something to eat from the main kitchen. You guys want something?"

"I'm fine," Ben answered, "But thanks for asking."

"I'm good too," Johnny said, laying down on his cot.

"Alright," Peter said as he left the room and closed it behind him. As he arrived to the main kitchen, he could see a problem. The place had been cleared out. Reed solved the problem by making a large order for pizza, but that was only a temporary fix and he'd have the kitchen restocked as soon as possible.

Peter stood there and looked at the few leftover slices, when suddenly he leapt from the floor and onto the ceiling, as his spidey sense had warned him about something coming up from behind. When he looked back, it was Kitty who has passed through the wall behind him.

"Sorry about that," Kitty called up to him.

"It's okay," Peter said as he hopped back onto the floor. "Force of habit."

"I just came down here to get something to eat." Kitty said, looking around at the empty kitchen, "Looks like I'm a bit late."

"We both are," Peter agreed, "But the sun's just coming up, so I'm sure we could get something for breakfast."

"Do you know a good place around here?" Kitty asked.

"As a matter of fact, I do." Peter said, smiling. "How about we change into something normal and go out for breakfast?"

Kitty smiled as well. "I'd like that. I'll be right back."

Peter watched as she went back through the wall that she came from. He took a deep breath before walking back to Ben's room to grab a change of clothes. He kept his uniform and his shooters underneath his clothes, unwilling to take changes especially after what had happened that night. Peter checked the mirror in Ben's crib, checking his hair and his teeth. Johnny noticed this and sat up in his cot.

"If I didn't know any better," Johnny started, "I'd say you were getting ready to go out on a hot date."

"It's just breakfast," Peter replied, "With a cute girl my age from the academy."

"I live in a glass mansion," Johnny said, laying back down. "Who am I to cast any stones when it comes to dating?"

"Good point," Ben replied, "Don't forget to take some protection with ya."

"Ben!" Peter called out, almost blushing.

"Not what I meant," Ben said in his defense, "I mean take your web shooters. I wouldn't put it past any of them to try taking another shot at us."

Peter rolled up his sleeve, showing his shooters. "Already ahead of you."

"Good luck, Pete." Johnny said, "If you guys happen to pass a store on the way back, grab me a six pack of Yoohoo."

"I'll see what I can do." Peter said, trying to stay uncommitted.

Peter and Kitty took the elevator down to the lobby and walked out of the Reed tower, dressed as two normal teenagers looking like they were taking off for school. truth was Peter professor was very busy, and Kitty's had burned to the ground the night before so they were both free walk around the city. Peter took Kitty's hand as they walked through the busy downtown area, until they reached a nice café that Peter used to frequent back in his solo web-slinging days. As the two of them sat down, Kitty seemed a little shy as she was looking at her menu.

"I hope you're buying," She said with a small grin, "I'm afraid my purse went up in flames with the academy."

"I've got this," Peter said, something he never used to say only mere months ago. The foundation paid their heroes a handsome sum each month, almost to the point where Peter felt bad taking the money from Reed. Yet it was moments like this, having a date with a pretty girl that Peter began to appreciate it a bit more than he had before. It was another freedom he never had prior to joining the foundation.

"Can I take your order?" the waitress asked.

"I'll have the omelet special please," Peter replied, "With cheese and mushrooms, and I'll have the toast white, bacon crispy and orange juice on the side."

"And you honey?" the waitress asked kitty.

"I'll have two eggs, scrambled, along with bacon and toast." Kitty replied as she handed the menu back.

"Anything to drink?" The waitress asked.

"Milk please." Kitty replied, looking back at Peter. "Don't you say a word."

"Not saying anything," Peter said, smiling at the irony of someone named Kitty ordering a glass of milk.

Despite what had happened that night, Peter could tell that Kitty was feeling better after the entire ordeal enough to enjoy their breakfast date. They were talking about classes, teachers and even the first time she saw him when he arrived to the academy with Reed. He was the talk of the school that day, especially because word got out that he was in the simulators with Scott's team and had no problem holding his own with them.

"Don't be so hard on yourselves," Peter replied, "I've had years of practice fighting super villains here in the city. You guys will all be that good when you've had time to get to know your own strengths."

"That's what most people are afraid of." A voice called out.

Peter's spidey sense hadn't gone off, so he knew the person approaching them wasn't a threat. That, however, didn't stop Kitty from disappearing through the wall beside them, which Peter could hardly blame her for. Peter looked back at the Shield agent who was standing there, and sighed.

"Was that really necessary?" Peter asked him, "We were on a date and I really like her."

"Sorry about that, Parker." Phil Coulson said, taking a few steps over as he sat down in Kitty's seat. "I just felt it was time for us to have a little chat."

"So they're sending in the good cop this time," Peter said as he sipped his orange juice, trying to act casual. "I'm afraid there's nothing you can tell me that will change my opinion about what happened last night."

"What happened last night was unfortunate," Phil admitted, "But what we need to know is how you guys managed to get over there as quickly as you did. Fury is freaking out, thinking he has a mole in Shield."

"He doesn't," Peter told him, "Do you know how many telepaths are in that building?"

"I thought we had them all blocked them." Phil admitted, "I guess we underestimated their abilities."

"You shouldn't have been there at all," Peter told him, "The mutants at that academy are on our side, Phil. There's no threat to Shield or anyone else."

"How do you know that?" Phil asked.

"Because connecting with someone telepathically is a two way street," Peter said, unsure why he was telling Phil about it. "When the professor scanned my mind, I got a small glance into his. He's a good man, a noble man who doesn't deserve the paranoia that you're lobbing at him."

"I appreciate your honestly," Phil said, stealing a piece of bacon from Kitty's plate, and nibbling on it. "Shield is required to take the Sokovia Accords seriously. We're going to look into whether or not you guys have signed them yet."

"We haven't," Peter said, smiling because he finally knew something Phil didn't. "And we never will."

"Why is that?" Phil asked, as he could sense he was missing something.

Peter tossed a few bills onto the table, "I suggest you read the entire accord, because Reed left a little gift for you and Fury somewhere after page two hundred."

"Did he now?" Phil said as he also stood up, "Wanna save me the trouble here, Parker? That thing is bigger than war and peace."

"The Foundation is exempt from the accords," Peter informed him, "And even if we weren't, I still wouldn't sign to damn papers. What you guys tried to pull last night was disappointing, and none of us are going to stand for it. If you want to get to those mutants, you'll have to go through the Fantastic Five first."

"I'm sorry you feel that way," Phil said, "I wish it didn't have to be like this."

Just as Peter's spider sense started to tingle, Coulson had already pulled out his I.C.E.R. and tried to put a few of the non-lethal rounds into him. For the first time, Peter was unable to get out of the way and was caught completely by surprise. It didn't matter because the bullets never hit Peter, as they sailed right through his body and into the wall behind him. Kitty had reached out from the wall behind Peter and had grabbed his elbow, and that connection extended her power to Peter. Rather than run for it, Peter stood his ground and used his web shooter to take the I.C.E.R. away from Coulson. Phil watched with surprise as Peter easily crushed the handgun in his bare hand as if it were made of clay, which impressed the agent.

"Either that's new," Coulson said to Peter, "Or you've been holding back."

"It's the ladder," Peter informed him, "Try that again, and I'll show Shield just how much I've been holding back."

"I believe you," Phil said, holding his hands up, "But you know we don't give up that easily."

"Neither do we," Peter said, as he reached back and took kitty into his arms before firing a web at a nearby building and swung away. Coulson watched as Peter and Kitty kept swinging away from him, as he then tapped the Bluetooth in his ear.

"Director," Phil started, "Parker is not going to be as easy to take in as we first suspected. He's gotten stronger under Richards… much stronger."


	12. Chapter 12

Reed watched with a smile on his face as he stood there in the lobby watching as Peter and Kitty snuck out of the Tower to take off for their breakfast date. Sue was standing right beside him but failed to notice as she was distracted by something else. Reed didn't feel the need to worry her about it, aware that Peter was more than capable of handling things himself and would also now call for help if he needed it. Richards was also aware of how powerful his date was, so he let it pass as they both waited for the car to arrive.

"What are you looking at Reed?" Sue asked, realizing he was distracted.

"Nothing," Reed replied, "Just people watching."

"You need to focus," Sue said, taking his hand. "You know why the President called you in to meet with him. They know the mutants are here and are probably going to demand we hand them over."

"It's all right, Sue." Reed told her, "I've made arrangements. By the time they ask me to surrender Xavier and his students, they will no longer he here."

"You're moving them again?" Sue asked, surprised to hear this.

"This was always a temporary fix," Reed explained, "And the fact that I'm being called in is obvious a ploy to separate us and thus weaken our ability to defend the students from another seizure. I have no doubt Shield will arrive not long after I leave with a warrant to search the building."

"That's why you have the lawyers here," Sue suddenly realized, "They're going to read every line of that warrant and make sure it's legal before letting them in."

"They've even got a stay in hand, signed by a judge this morning." Reed added, "That will buy us all the time we need to get the mutants situated in their next location, one that is beyond the reach of the Sokovia Accords."

"Always ten steps ahead," Sue said, kissing her husband on the cheek. "Just be careful out there."

"Always," Reed said, "I shouldn't be away that long. I'll see you later tonight."

Reed stepped into the car that was waiting and it whisked him off to the airport where a private plane was waiting to take him to Washington. Considering the incident that occurred the previous night, the White House was making an effort to discretely bring Richards in without the media finding out about it. While Reed was tempted to tip someone off about his arrival, he felt at the moment it was best not to make things worse before he had a chance to speak with the man in charge.

Reed was respectful enough to wear a suit over his uniform, something he always did whenever he visited the White House. Instead of being shown to the oval office, Reed was surprised to be escorted into the Roosevelt room instead. He stood there in silence and wondering what was really going on, and his answer came to him sooner than he expected, as someone familiar walked into the room.

"Director Fury," Richards said, amused by his appearance.

"Doctor Richards," Fury called back, as he stayed on the other side of the room.

"We have to stop meeting like this." Reed called out to him, "Aren't we supposed to be on the same side?"

"Not anymore," Fury said, as he layed a folder onto the table. "This is a warrant to search Reed Tower, and it's being executed as we speak."

"I think you mean it's trying to be executed." Reed corrected him, as he pulled out his own piece of paper and placed it on the table. "This is a stay that was filed this morning, which will deny access to the tower until my lawyers have a chance to read and make legal challenges in court to make sure your warrant is legitimate."

"My men will not wait to enter the building." Fury shot back.

"The only way they're getting in is through Ben and Johnny." Reed replied, "So unless you're going to attack my tower in the middle of densely populated Manhattan with Sentinels, your men are not going anywhere."

"We can have this stay overturned." Fury retorted.

"Of course you can," Reed replied, "But until then, no one is entering my tower."

"You leave me no choice then," Fury said as he waved his arm to signal someone. Several Shield agents came into the room and surrounded Reed. "Reed Richards, you're under arrest for obstruction of justice."

"A charge that won't stick," Reed countered.

"That may be true," Fury replied, "But come quietly or we'll add more charges that will not be as easy for your lawyers to defend."

"I wouldn't dream of resisting." Reed said as he held out his hands. "You of all people would know that I would never dream of causing an incident here of all places."

"Good choice, Dr. Richards." Fury said as he walked over and put the cuffs on him personally. They were a weird looking set, but likely not enough to contain Reed which didn't matter anyway. He truly had no intention to resist them. Fury than put a black bag over Reed's head to cover up who was being arrested, as the last thing Fury wanted to do was give the press a story about Shield taking in a member of the Fantastic Five. Fury also did want to tip of anyone in New York that might use the news to run, thus ruining his plan.

It took Shield less than thirty minutes to drive him to a secret location in Washington, and move Richards to an interrogation room. After the hood was taken off, Richards could see the usual set up. Big mirror on the wall, along with a table and a few chairs, the standard set up. Reed still had the cuffs on his wrists as he strolled over to one of the chairs and took a seat. Reed sat there quietly waiting for Fury to speak first but the Shield Director just stood there, saying nothing. The silence was finally broken as the director's cell phone started to buzz, which Fury immediately answered.

"Report." He called into the small cell.

"Director," the voice on the other line started, "Parker is not going to be as easy to take in as we first suspected. He's gotten stronger under Richards… much stronger."

"So Parker got away?" Fury asked.

"I'm afraid so," Coulson replied.

"Don't worry about it," Fury said, "We've got other ways to draw Parker out. We'll have him back soon enough."

"I had a feeling you were not happy about Parker joining us," Reed called out from the bag, "You do need to realize it was nothing personal. I was just looking for the best possible candidate for the job."

"He was our best asset," Fury snapped back at him, "You had no right!"

"Of course I did," Reed countered, "If Peter was your best asset, it's a shame you never bothered to tell him about it. He felt underused, underappreciated, and it took very little effort on my part to get him to jump ship. Did you even bother to give him a salary or access to cybertronics, or were you content to let Peter dumpster dive for all his spare parts?"

Fury looked at Reed with a burning rage in the one eye he had left, but he was unwilling to take the bait.

"You sit tight," the director told him, "We're going to execute that search warrant and once we're quite sure there are no mutants hiding out at your building, you'll be free to go."

"That's a big building," Richards noted, "Would it be too much to order something for lunch?"

"I'll look into it," Fury said as he walked to the door.

"Thank you," Reed said politely as he watched Fury leave the room.

After the director left, Richards sat there at the table and patiently waited for hours aware that Fury wasn't going to return unless he needed something or until his operation to bring in the mutants was finished. While Reed's cell phone was taken away, the only thing he needed to stay aware of what was going on was still attached to his wrist as he checked the time to figure out what might be going on. Mr. Fantastic as still a lot of moves ahead of his opponent, waiting for a moment that he planned for the night before. His watch didn't just tell the time, but also allowed his people to know exactly where he was when it was time to break him out. Richards didn't plan to need breaking out, but since his cell was taken away, his team was to assume that not responding before a certain time was to believe he had been taken in. When the clock struck one thirty in the afternoon, the portal he was expecting opened up in the interrogation room, and on the other side of the portal was a familiar face he had seen only a few weeks ago.

"Reed," the sorcerer on the other side called out.

"Stephen," Richards said as he stood up, and walked through the portal which transferred him to the Doctor Strange's sanctum in New York. Strange closed the portal before anyone in the building could tell it was there. It will take them a while to figure out how Reed just vanished. "Thanks for break out."

"Surprising I even had to," Strange replied, "I didn't think the President would let Shield challenge the foundation like that."

"He's under a lot of pressure," Reed said, not taking it personally. "I take it the rest of our plan was successful as well?"

"It was," Doctor Strange said, as he walked Reed back to the main hall of the Sanctum. "I moved the mutants from the tower to here, and then used the doors downstairs to move them all to the Sanctum in Hong Kong. We should be grateful that Taiwan was one of the hundred countries that ratified the Sokovia Accord, because by default China opposed the accord and never signed on. That means the mutants will be safe in Hong Kong, and Wong is looking forward to guest lecturing to the students on the mystical arts, which I hope doesn't go to his head."

"I'm pleased to hear that the mutants are no longer in danger." Reed said with a deep sigh, "Were there any holdouts?"

"A few," Strange confirmed, "Xavier himself wanted to speak with the American Government, but we still moved him here to get him away from Shield. I'm not sure where he's gone from here but he and a few other members of his team that stayed behind are safe for the time being. There was another mutant that went unaccounted for, but she left the building this morning."

"She's safe," Reed said, as he was aware of her departure. "She left this morning with Peter, so he'll keep her safe if Shield tries anything."

"Fair enough," Stephen said as he walked Reed back to the door. "Sue is waiting for you at the building, but since you just escaped custody I'd recommend keeping your distance. You're welcome to hang out here until things settle down."

"I appreciate the invitation," Reed said, shaking Stephen's hand. "But I already have a few safe houses in place that I've used before to shelter people who needed to hide, just never thought we'd use them to hide from our own government."

"Governments are like people," Stephen countered, "They are capable of making rash decisions based on fear. Our government has been afraid of mutants for quite some time, and the Sokovia accord is just the latest in a long campaign against them. Any attempt to control them stems from a mass fear caused by random mutants that do not represent the collective."

"You're talking about Eric Magnus, aren't you?" Reed asked.

"I am," Stephen said, "He caused a lot of the fear that many people have towards the mutant population. When the accords were brought up, we all knew it would be used to strong arm any powered beings that the government considered to be insubordinate. This is just the beginning my friend, so please be careful."

"You too, my friend." Reed said as he walked out the door and out to the car he had waiting outside. Once in the car, Reed picked up his new cell phone and typed in the password. Activating the cell caused the other one that was still in Washington to burn out and destroy everything that was on it. He looked up Peter's number and decided to call his new protégé to make sure he was alright.


	13. Chapter 13

Peter and Kitty has been swinging for a while up until they landed on the roof of a local mall that Peter was familiar with. His Aunt had taken him here a few times to take him school shopping, buying his a wardrobe that was as economical as it was embarrassing whenever Peter went back to school. He walked her over to the door that lead to the stair and was about to crush the lock open when Kitty stepped up and stopped him.

"There's no need to do damage anything; that will just draw unwanted attention." She said, reaching out to him. "Just take my hand, remember?"

"I forgot," Peter said, taking her hand, "Sorry."

"No problem," Kitty said as she used her powers to help her and Peter move through the door without damaging it.

As they walked down into the mall, looking at all the people as they wandered from store to store, Kitty looked back up at Peter with a confused look.

"We need to change," Peter informed her, "Coulson and his people no doubt took pictures of us. We need to change our looks to blend in."

"Alright," Kitty replied, "You're still buying?"

"Sure," Peter said, confident that Reed would likely let him write the expenses off later, "We'll be fine."

The two of walked casually into a shop that served trendy clothing for both boys and girls and spend quite a bit to change into clothing that looked vastly different from the clothing that Coulson and his team saw them in earlier that day. Peter even bought a baseball cap and some sunglasses to hide himself as much as possible. They put their previous clothing into the bags from the shop and walked around looking like everyone else there who as spending money there. As they were walking through the mall, Peter could feel his senses tingling this time as he took Kitty's hand and walked her over to a smoothie station and ordered two orange banana smoothies.

"What are you doing?" Kitty asked.

"Getting out of the way," Peter whispered back, "I sensed danger, and I think it's that bald black guy over there. He's looking around for someone rather intensely."

"Alright," Kitty said, trying to stay calm. "How many more are there?"

"I'm not sure," Peter said, sensing her tone. "Let's not panic, we'll be fine."

After taking their fruit smoothies, Peter and Kitty started to walk towards the center of the mall, away from the man who appeared to be looking for them. He was surprised they were able to track their movements to the mall that quickly, but some guy swinging from building to building was probably not that hard to miss. They were not halfway to the center of the mall when his cell phone began to ring. Peter passed his smoothie to Kitty to free a hand so he could answer it.

"Hello?" Peter answered.

"Peter, it's Sue." The voice on the other end replied.

"Hey," Peter said, "Is everything alright?"

"Not exactly," Sue replied, "Shield tried to serve a warrant to search the building for the mutants."

"Is everyone okay?" Peter asked, looking back at Kitty.

"They're fine," Sue replied, "We had them all moved out to a safe location long before the warrant was executed. All the mutants are safe."

"Not all of them," Peter corrected her, "One of them is with me, and Shield tried to take us once already."

"Where are you now?" Sue asked, somewhat concerned.

"We're at the mall," Peter answered, "We changed our clothes to make it harder for Shield to track us. We're okay for now."

"Reed is securing a safe place for us to regroup," Sue informed him. "Once he gives the all clear, I'll text the address to you."

"Alright," Peter said, looking around still looking out for agents. "I'll bring Kitty with me, and we'll take the subway. Shield is specifically on the lookout for something swinging from the buildings."

"Just be careful, Peter." Sue insisted.

"Always am," Peter informed her, "Send me the address when you can and I'll see you later tonight."

"Be careful Peter," Sue said before the line went dead.

After Peter stuffed his pocket back into his new coat, he turned to look at Kitty and she could tell something happened. "Shield tried to take the mutants from Reed Tower, but they were moved in time."

"So they're safe?" Kitty asked.

"They are," Peter replied, "I doubt Fury and Stark would be able to pull a fast one on Reed, he's always five moves ahead of everyone."

"That's good, but what about us?" Kitty then inquired, "If we can't go back to the tower, where can go to get away from these agents?"

"Reed is securing a safe house," Peter answered, "Once the place is secured, we'll meet them there after we get the address."

"Where do we go until then?" Kitty then asked.

"I have an idea," Peter said, taking her hand and lead Kitty out of the mall. Once they were outside, he started to lead her back towards the downtown area they had just swung away from. "If I'm right, this is the last place they'd consider looking for us."

"And where would that be?" Kitty said as they were walking down the street.

"Trust me. This will buy us a few hours at least." Peter said as they continued to walk through the crowded sidewalks of New York. When they reached the building they were looking for, Peter led Kitty inside to the elevators and took the first one that opened to the top floor.

"Are you sure about this?" Kitty asked, "What makes you think he won't call Shield himself and turn us in?"

"I don't think he will," Peter replied, "Not when he hears what we have to offer."

"And what would that be?" Kitty wondered, with her arms crossed.

"A story no one else has," Peter replied, "Which is still an exclusive."

When the elevator doors opened, Peter took Kitty's hand again and lead her into the busy newsroom as they walked right up to the main office that was at the end of the hallway. There was a young lady with short brown hair sitting at a desk that blocked entrance to this big office.

"Can I help you?" the lady at the desk asked.

"Yes," Peter replied, "I'm here to speak with J. Jonah Jameson."

"He's busy right now," the lady replied, "Can I ask who ..."

She stopped talking when she looked up, and realized who was standing before her. Peter had removed his sunglasses and hat to make sure that the lady at the table would be able to recognize her. She froze like a statue, unsure what to say next. Instead she picked up her phone and clicked a button.

"What is it?" the voice on the receiver barked at her so loud that Peter and Kitty could hear it from where they were standing.

"There's someone here to see you, Mr. Jameson." The lady replied.

"Tell them I'm busy!" Jameson barked back.

"I don't think I should," the lady countered, "Peter Parker of the Fantastic Five is here to see you."

There was a long pause from the other end, and rather than reply to what he was just told, Jameson had put down his receiver and walked out of his office. When he opened the door and realized that Peter was really out there waiting for him, he stood there and sighed deeply. This had been the first time the two had seen one another since Peter had tossed the mask at him during the big press conference.

"Hello Mr. Parker," J. Jonah said, with a tone that was almost respectful. "Would you like to come in?"

"Yes, thank you." Peter said, taking Kitty's hand again as lead her inside.

J. Jonah closed the door behind him and started to walk back behind his large desk, almost using it as a buffer between him and his new guests.

"Would you like some water?" Jameson asked, trying to be polite.

"We're fine, thank you." Peter replied, "I'm here because I need your help."

"You do?" Jameson said, as his curiosity was getting to him. "What can I do to help you and the Fantastic Five?"

"I have a story for you," Peter explained, "And it's an exclusive."

Jameson's eyes widened, as it did every time someone offered him first dibs on a juicy story but he remained cautious. "What kind of story?"

"Something to do with political overreach," Peter answered. "Shield under the authority of our government conducted a raid last night, and the Fantastic Five stepped into to stop it."

"Shield against the Fantastic Five?" J. Jonah said, going over possible headlines on his head. "Who was leading the raid?"

"Sentinels," Kitty replied, "They attacked my school and tried to kidnap us."

"Sentinels?" Jameson repeated, "Where did Shield get that kind of muscle?"

"From Stark," Peter informed him, "Tony Stark was also leading the raid to seize all the mutants from Xavier's academy."

"Why would he attack the mutants?" Jameson inquired.

"It had something to do with the Sokovia accords," Kitty said, "They government is using that thing as an excuse to round up any super powered being they feel threatened by."

"So they tried to take everyone from the academy?" Jameson said, as her was writing notes on a pad. "When did this happen?"

"Last night," Peter continued, "The Fantastic Five received a distress call from the school and we intervened, taking out most of their Sentinels."

"Shield is keeping this on the down low," Jameson said, pausing from writing his notes. "Not a single network has even gotten a sniff of this event. And now you're bringing it to me. Why?"

"I like to think we made some progress last time we met," Peter admitted, "I thought it would be fair to keep that going."

"And what does she have to do with it?" J. Jonah asked.

"She's a mutant." Peter replied, "One of the students that escaped."

"I see," Jameson said, looking at Kitty for a moment. "What are her powers?"

Kitty took a deep breath. "I'm going to give you two a moment."

Upon saying that Kitty walked out of Jameson's office by walking through the way, which caused the editor's jaw to gape open in shock. He looked back to Peter with that same stunned face.

"I know," Peter said, grinning. "Pretty cool, eh?"

Jameson took a moment to compose himself. "Look peter, I appreciate you bringing this story to me but I can't run this."

"Why not?" peter asked, somewhat surprised himself.

"It's not that I don't want to," J. Jonah explained, "But I've spend the better part of three years telling everyone why they shouldn't trust Spider-Man. So my readers are not going to take your word for it, or the word of a mutant for that matter. We need someone else to collaborate your story to make it printable. Someone the people trust and wouldn't doubt for a second."

"How about Reed Richards," Peter shot back, "What if he verifies my story?"

Jameson grinned at the idea. "That would do it. I could put this on the front page tomorrow with his word behind it."

"I'm going to see him later today," Peter informed the editor, "I don't think it will be difficult to get him to verify everything for you."

"I don't think that's such a good idea, Peter." A voice called out.

Peter and Jameson turned the main window to get a look at who was talking. Floating outside of Jameson's big window was Iron Man, in his traditional gold and red armor, hovering before them with his arms crossed.

"Stark," Jameson said, backing away from the window as if he anticipated that it might be broken by someone very soon.

"Are you going to try to tell me I can't speak to the press?" Peter called out, "Last time I checked I was merely exercising my first amendment rights!"

"How about harboring a fugitive?" Stark replied, "Last time I checked that was still a crime in this country."

Peter took off his coat to reveal the Fantastic Five uniform he had underneath it. "You're not taking her in, not if I have anything to say about it."

"Is that so?" Stark replied, "I don't see your team here this time."

"I don't see your Sentinels." Peter countered.

"I decided to work with my own team instead." Stark replied. As he said that two more figures flew up to take positions on each side of Stark. Peter knew the both of the men hovering there with him because only a year ago he had fought by their side; it was War Machine and the Vision.

"Are you going to come quietly Peter?" Stark asked.

Jameson continued to take steps back as he noticed Peter was now clinching his fists and moving his feet into position to strike.

"Never," Peter snarled at his former mentor. "So bring it, tin man!"


	14. Chapter 14

Peter stood there defiantly but did nothing, confident that Stark and his friends were hesitant to fire on a building full of people. J. Jonah would be an exception, but there was too much collateral around him to even make his shot worth it. Peter was using the spare time to think about his situation and how to fight his way out of it. The one factor that gave him pause was Vision, who was too powerful for Peter to take on. What the three men before him had power and muscle, which lead Peter to conclude that speed was the only advantage he had on them. He would have to move fast and use his speed to get the best of his opponents. Peter used his thumb to activate a new feature on his web shooters; it was new webbing he had been working on in Reed's labs but never had a chance to test it out, but there no time like the present. He used both hands and fired both hands at the massive window which cover his side of the window in thick stretched webbing. Seconds after hitting the window, the webbing constricted. The purpose of this webbing was to surround an opponent and squeeze them into submission, but on a window the pane of glass instead shattered outwards and projected a large explosion of glass at the three men floating in front of it. The moment the glass had exploded, Peter sprung into action. He went into a dead run and leaped out the window, using the distraction to take out his first target. Peter delivered a devastating drop kick to the Vision, propelling him with great force into the building across the street. Peter had no idea how to defend himself against Vision, so it seemed logical to take him out first, hoping to have enough time to take out Stark and Rhodes or even escape before he could come back into the fight. Right after taking out Vision, Peter tossed a web line at Stark, and used Iron man as leverage to swing off of him and attack War Machine. But Rhodes was already back in the fight as he jetted out of the way, and Peter missed him by seconds. He used the momentum from his swing off of Stark to propel himself on top of the Bugle building. One there, the two men still there had both their hands pointed at Peter, ready to fire.

"Seriously?" Peter called out, "You want to risk possibly hitting innocent civilians when you miss?"

"I suppose not," Stark said, lowering his hand. "But you're coming with us, even if I have to drag you back to Fury kicking and screaming."

"Man, and I thought I talked to much." Peter said, as he fired another round of webbing, this time covering Stark's entire head in thick, gucky webbing that stuck to Stark's helmet.

War Machine responded by flying at Peter and swing at him with a hard fist. Rhodes had expected Peter to step out of the way, but he didn't. Peter had used his speed but now it was time to exhibit some of the strength he had shown to the team in Reed's gym a few days ago. Peter caught Rhodes's punch with an open hand, using his strength to stop the punch and hold his fist there in place.

"Whoa," Rhodes said, looking back at Peter. "What did you eat for breakfast?"

"I was unable to finish my breakfast," Peter said as he started to close his hand, which resulted in the metal in War Machine's hand crunching between his fingers. "And that makes me very grumpy."

Rather than break every bone in Rhodes's hand, Peter instead ripped off the metal cover his hand and held it in front of Rhodes to let him watch him break the rest of it with ease. He dropped the broken hand to the ground, as it was nothing more than a very expensive paper weight now.

"Tony!" Rhodes called back, "Peter is a little stronger than we first assumed."

"You have no idea." Peter responded as he then made another move. He used his super strength to grab the power supply of Rhodes's armor and ripped the arc reactor right out of his chest. Once the reactor was out of his chest, War Machine was out of the fight, and Peter pushed him to the ground and used his webbing to immobilize him. "Stick around, Rhody."

Just as Peter was turning his attention away from War Machine, he was hit in the chest by a blast that came from Stark. Angered by the damage he was causing, Tony no longer cared about those around and fired his hand beams at Peter without hesitation and knocked the kid off his feet.

"No more playing around, Parker." Tony said as he flew down to the roof. "You're coming with me."

Peter was still stunned by the blast, trying to get back to his feet as Ironman jetted in and knocked Peter off his feet with a solid punch that would have knocked a few teeth out of mortal men. Before Peter fell to the ground, Stark grabbed him the young webslinger's arm and kept him upright so he could hit him again. He knocked the wind out of Peter by tossing another hard punch into his stomach, which caused Peter to gasp loudly as he had never taken a punch that hard before. It was one thing to get knocked about by a man he was fighting, but Stark's armor was like the perfect set of brass knuckles and ever hit hurt worse than the one that came before it. Stark was furious as he kept hitting Peter with one punch after another, to the point where Peter was a bloody mess. Stark still had a hold of Peter as he raised his right arm high above his head, getting ready to knock Peter out and end things.

"Say good night, Gracie." Tony whispered.

"Stark!" the Vision roared as he returned to the fight, "Stop!"

Stark swung down at Peter as hard as he could, but his fist stopped just short of Peters face. It stood there, less than a few inches from the young man's head and Stark stood there like a statue, as if he was trying to emphasize his strength in the current situation.

"Thank you," Vision said as he floated over, "He's beaten, Mr. Stark. There's no need to hurt the young man anymore."

"It's not me," Stark replied, "I can't move."

The Vision looked over at Peter, "Is this your doing?"

"No," a voice called out. "That would be my doing."

The Vision looked up and there was another man floating above the Daily Bugle. Vision had only read about this man in archives, but upon seeing him it was clear as day who was flying amongst them. The burgundy suit, the purple cape and the helmet were all unmistakable. It was Eric Magnus: the renegade mutant known to the world as Magneto.

"Three against one," Eric called from above as he floated closer. "Doesn't seem like a fair fight in my books."

"This isn't your fight, Magnus!" Tony called out.

"Oh I disagree," Magneto said as he landed on the roof of the building to join them all. He had a look on his face that anyone could read as anger. "You made this my fight the moment you attacked my friend and his students. Did you honestly think I would stand by and let that kind of aggression towards my people go without a response?"

"Let him go," The Vision order, as the jewel in his head glowed to indicate that he was about to fire at him.

"No," Eric replied, "I'm not done with them yet."

Before Vision could respond, he was attacked from behind by War Machine, who was also under the control of Magneto. He grabbed Vision from behind and put him into a full nelson, restraining him. Vision could have easily fought back but he didn't, afraid that he might cause harm to Rhodes who was not in control of the suit. Eric then took control of Stark and his suit, as Peter was released from his grip. Peter fell to the ground as he was still conscious, but barely. He watched as Magneto forced Tony's armored suit to walk over where Rhodes was holding Vision and start to punch The Vision as hard as he had been punching Peter just earlier. After several hard punches from Iron Man, Peter grabbed Magneto's arm which caused the Iron Man to stop.

"Please stop," Peter begged, panting and gasping for air. "Don't kill him."

"Mr. Parker," Eric replied as he grabbed Peter's arm to help the young man to his feet. "I am touched by the compassion you have, even for your enemy. You remind me of an old friend."

"Vision wasn't trying to hurt me," Peter corrected him. "He even tried to stop Stark. You saw it."

Eric paused for a moment then gave a small grin. "That is true."

At that moment, War Machine released Vision who fell to the ground as hard as Peter had earlier.

Eric's small smile then turned to a look of pure rage. "That doesn't let these two off the hook, however."

Magneto raised a hand and with it both suits of armor raised into the air a few feet, and as he started to close his fingers both men could be heard screaming as the suits had begun to constrict, making them very uncomfortable for the two men inside them. The Vision started to struggle to his feet as he wanted to stop their suffering.

"Let them go!" a voice roared at him.

Eric turned to his left to see a familiar face. "Kitty! I can honestly say it's nice to see you. So glad to see you were not taken by the Sentinels."

"Don't kill them!" Kitty called out, "You know the Professor wouldn't approve!"

"Perhaps," Eric conceded, "but I stopped worrying about what he thought a very long time ago."

"Then do if for her," Peter said, "Do if for the mutants. Don't give them another excuse to use to justify their actions."

Eric couldn't help but smile again, as he agreed with Peter's logic. "Kitty, please take Mr. Parker and get him out of here."

Before Vision could respond to that, Magneto lowered Stark and Rhodes to the ground and forced them to each grab one of Vision's arms, which was more than enough to restrain Vision and keep him in place.

"I'll keep these three here until you've had plenty of time to get away." Eric said, before he looked back at Vision. "If you do not resist, I will not kill your friends and release them to your custody. Do you accept my terms?"

"I do," Vision replied without hesitation.

"Good lad," Magneto said, looking back at Kitty and Peter. "Get going you two, I'm not going to stay here forever."

"Don't kill them," Peter insisted.

"My dear boy," Eric said, his ego slightly bruised, "Despite what the world thinks of me, I am a man of my word. They will be released once you've been given sufficient time to escape. Now chop chop."

Kitty took hold of Peter and used her power to phase them through the roof to the floor below them. Eric knew that she would faze all the way down to the first floor and believed that an additional ten minutes would be sufficient. Not like these three were going anywhere anytime soon.

"What are you doing here?" Vision finally asked.

"Funny you should ask," Eric said as he walked closer to Vision. "I came here to extract my revenge for what you did to my fellow mutants."

"How did you know we'd be here?" Vision inquired.

"I didn't," Eric answered, "I just happened to be flying by, on my way to Stark's hideous tower. I was going to rip the building out of the ground and toss it and everyone that was in it into the ocean, payback for Stark's unwarranted attack on Charles and his students."

"And now?" Vision asked, curious to learn what Eric planned to do next.

"Well, I don't need to do that now." Eric conceded, gesturing to Tony beside him. "I've got my hands on the man responsible for the attack. I can extract my revenge here instead, which I assure you will be just as gratifying."

Without notice, Eric waved a finger and suddenly Iron man punched himself in the face. Stark then continued to himself over and over again, unable to control his own actions. After a few more hits, Eric began to become bored and he kicked things up a notch, flicking his wrist which resulted in a different action. The action caused Ironman's let to twist in an awkward direction, which Stark's leg was unable to match as the bone in his leg snapped. The crack from the fracture echoed off the roof of the Daily Bugle, as did Stark's scream right after it as he was agonizing pain.

"Stop that!" Vision called out. "We had a deal!"

"We do have a deal," Eric said, looking back at Vision. "I said that I wouldn't kill them. He'll live."

"Stop hurting them or the deal's off." Vision demanded.

"Alright," Eric said as he released Stark, who then fell to the ground with a mighty thud. He even released Rhodes from his power as well. "See to your friend, and do not pursue Parker and Kitty. Since I have you here, I'd like you to pass along a message to Nick Fury. Inform the director that if I hear of any more mutants being taken by Shield, I'll tear his helli-carrier into a million pieces and kill everyone on board. Do I make myself clear?"

"Yes," Vision replied, "I will relay your threat to Director Fury."

"Marvelous," Magneto said as he started to float back into the sky. "Leave the mutants alone, because I can assure you that none of you want to see me when I'm angry."

Vision watched for a moment as Magneto flew away just to make sure he wasn't going to come back while Rhodes ejected from his armor, happy to be out of it as some parts were becoming a bit uncomfortable.

"Holy Crap," Rhodes said, gasping. "Did that just happen?"

"Indeed it did," Vision said, tapping a small console on his forearm. "Coulson, this is Vision, please respond."

"This is Coulson," A voice replied, "We have a visual on Parker and the mutant."

"Do not engage," Vision ordered, "We need your help. You are needed on the roof of the Daily Bugle."

"What's going on?" Coulson asked.

"Mr. Stark is in dire need of medical attention." Vision informed the agent, "Break pursuit; that is not a request."

"We're on our way." Coulson replied.


	15. Chapter 15

As Peter opened his eyes, he was no longer in the city. As he stood up, he quickly noticed that he wasn't wearing his uniform anymore as he was wearing jeans, a plaid shirt with the sleeves rolled up and sneakers. He looked around to see he was in some sort of field, but didn't recognize the area. Peter had no idea how he got there, but started to roam around hoping he would get a hint that might tell where he was. There were trees and an farm not too far away, so he started to walk in that direction. There had to be someone there, someone with an idea of what was going on. As he was walking up to the farm house, Peter could hear a sound that was coming from the other side. A clunking sound that rung out every few seconds, which Peter was able to identify after a few cuts.

"Someone's chopping wood," he said, as he ran around the barn to see who was doing the task on the other side.

When he got there, the man standing there was just putting up a fresh piece of wood but he wasn't holding an axe. All the man did was swing his arm down at the log in a karate chop like motion, and the claws attached to his hand slice right through the wooden block for him.

Peter froze when he finally recognized who it was. "Logan?"

The man stood up straight and turned to face the person that just called out his name. He had half of an unlit cigar sticking out of his mouth, which he finally spit out as he looked back at the boy staring at him.

"Peter," he finally spoke out, "What the hell are you doing here?"

"Here?" Peter said, motioning around, "Where exactly is here?"

"Hmmmm," Logan grunted, as he was able to figure things out. "This is your first time. You'll get used to it."

"Used to what?" Peter called out, hoping to get more precise answers.

"This place doesn't exist," Logan said, gesturing to the house down from the farm. "Well, it used to exist. This farm use to be a backup shelter for the X-men for whenever they had to evacuate the school. Kind of like an off the grid safe house for whenever the shit was hitting the fan."

"If this place doesn't exist," Peter continued, "Then how are we here?"

"The professor," Logan replied, "He has the ability to project these dream sequences whenever we're all simultaneously asleep."

"It's almost noon," Peter informed him, "How are you still asleep?"

"I got my drink last night, like I do every night. " Logan confessed, "What the hell is your excuse?"

"I was beaten unconscious!" Peter answered.

"So was I!" Logan said, laughing. "I always get into fights when Canadian beer is involved."

"Why are you in Canada?" Peter asked.

"Why are you in New York, Sherlock?" Logan retorted, showing slight offense to Peter's question.

"You're Canadian?" Peter then asked, surprised.

"The plaid shirt and jean jacket wasn't a giveaway?" Logan said, gesturing to his attire which suddenly made more sense.

"But why am I wearing plaid?" Peter asked.

"The professor has a sense of humor," Logan replied, laughing. "You look like a dork!"

"And you don't?" Peter chided back.

"When you're this ruggedly handsome, everything looks good," Logan reminded him, "Anyway, I'm guessing you and the Professor had a mental link session not too long ago?"

"Yes," Peter confirmed.

"It must have been a good one," Logan continued, "Because only those with a good connection or their own telepathic abilities can connect with the Professor this clearly. Think of it like hooking up online to chat with someone, but processed by our brains directly instead of the internet."

"You know what the internet is?" Peter asked.

"I do now," Logan said, cracking a smile. "And that's your fault."

"Excuse me?" Peter asked, somewhat confused.

"It happened when we switched brains for a day and change," Logan explained, "You left something behind and it just stuck with me. I actually used spare parts I found in a dumpster to build a new air conditioner. Is that really your idea of fun?"

"No, just necessity I guess." Peter said as he walked a little closer. "So where's the professor?"

"He's in the house," Logan said, gesturing behind him. "Usually it's just me and him when we do these powwows. How did you get yourself invited?"

"I was at the school when it was attacked." Peter replied.

"The school was attacked?" Logan repeated, as this was news to him.

"He didn't tell you?" Peter countered.

"Not yet," Logan said, a vein popping out of his forehead. "I just got here and he asked me to wait out here for someone else before we started."

"Everything is alright," Peter said to reassure him. "We got everyone out, they're all safe. Reed is making sure of that."

"Reed?" Logan said, confused.

"Reed Richards," Peter replied, "I work for him, and that's how I met the professor."

"You work for someone?" Logan scratched his head, "This must all be new."

"I got a job," Peter said, "And I'm not hiding anymore."

"I guess that's a good thing," Logan admitted, "Does it pay well?"

"Very well," Peter said, smiling as he knew what was coming next.

"Good," Logan said as he grabbed peter's cuff and started to walk him back to the house where the Professor was. "Does that mean I can borrow some cabbage?"

"Sure," Peter said, trying to keep things cool.

As they walked into the house, the professor was sitting there in a chair and he was sipping on a cup of tea.

"Hello Peter," Charles said, gesturing to a platter. "Tea?"

"Not right now," Peter replied, sitting down. "What am I doing here?"

"You're unconscious, Mr. Parker." Charles said.

"So am I," Logan added, "Big whoop."

"According to Kitty," Charles continued, ignoring to Logan. "You've been out for almost seven hours."

"Several hours?" Peter said, sitting down. "I remember the fight, but it's hazy after that."

"Who the hell kicked the crap out of this kid?" Logan asked Charles, looking like he wants to gut that fiend with his claws.

"Someone I used to trust," Peter said, "Stark."

"Stark?" Logan said, confused. "What the hell is going on?"

"Stark and Shield attacked the academy last night," Charles answered, "We had to evacuate the mutants."

"Do you need me to get the house ready up here?" Logan asked.

"Not yet," Charles answered, "I wanted to know if there had been any activity up there. Canada did agree to the Sokovia Accords too."

"That's what this is about?" Logan snarled, "Shield is enforcing those again?"

"That and we need your help," Charles informed him.

"I'm not exactly in the area." Logan reminded him, "Great white north."

"I'm aware of that," Charles continued, "When you wake up from your drunken antics, you need to put Alpha Unit on high alert. There's a good chance they might have visitors coming, and they're not very pleasant."

"What kind of visitors?" Logan asked.

"Sentinels," Peter answered, "My team smoked a dozen or two last night."

"You're on a team?" Logan asked, "I've got a lot of catching up to do."

"You know the internet now," Peter recalled, "Google is your friend."

Logan's eyes squinted a bit as he replied to Peter with a low growl. Rather than reply to the comment he turned back to Charles.

"Wake me up," he demanded.

"Are you sure about that?" Charles asked, "You don't like it when I do that."

"If there are Sentinels, then I don't have time." Logan said, shaking his hands as if getting prepared to take a major hit. "Just do it before I change my mind."

"Logan..." Charles started, hesitant.

"DO IT!" Logan roared at the old man.

Before Peter could respond, the professor put a hand up to his temple and in a bright flash of light, Logan's body disappeared and the Wolverine screamed very loudly as he vanished.

"That's going to put him in a bad mood," Charles said, sighing deeply.

"Hopefully he'll take it on the Sentinels." Peter suggested.

"Let's hope," Charles said, smiling at the idea. "How are you feeling?"

"I'm okay," Peter said, unsure what he meant. "Can you wake me up as well?"

"I cannot," Charles informed him, "Logan can be woken up because his regenerative abilities prevent his brain from being damaged. Normal human beings would die if I did tried to do that to them."

"Is Kitty alright?" Peter asked.

"She's fine." Charles answered, "She managed to get you to the safe house. Reed and Sue are tending to you as we speak. You are in very bad shape, Mr. Parker. I'm here to keep you calm so your body can relax and recover. Reed was very concerned, so I volunteered to take a nap and pay you a visit. So just relax and have a cup of tea. We'll have a talk and wait for you to get up."

"Okay," Peter said, finally taking a cup of tea and a few cookies. "What do you want to talk about?"

"We can talk about the foundation," Charles replied, "How are you handling your new surroundings?"

"Well, I guess." Peter replied, "I'm still getting used to them. Used to being myself and not Spider-Man. All this time I was so afraid of what some people would think of me if they found out who I was, but it's been different."

"They had no idea you were a child doing extraordinary things." Charles reminded him, "That you didn't ask to be Spider-Man, it just happened to you. That was a major detail that changed a lot of minds, Mr. Parker. It's like enlisting for war, you were challenged and you chose to step up instead of retreat. People respond to that, your story convinced them you truly were one of the good guys."

"How long are we going to stay here?" Peter asked.

"As long as you need too be," Charles told him, "I will step out every few hours, just to let Reed know you're doing alright. I hope you'll wake up soon, but the best way to make sure that happens is to relax, and be calm. I invited Logan because I also know you two connected a year ago. I thought seeing a familiar face might make you feel more at home, as it were."

"It kind of did, in his own way." Peter admitted, "There's something else I need to tell you, I don't know if Kitty mentioned it."

"About what?" Charles asked.

"About who," Peter replied, "It was Magneto. He was there when I was attacked. I think he saved me."

"Did he now?" Charles said, smiling as he sat back in his chair. "Tell me more..."


	16. Chapter 16

It took the doctors several hours of surgery to repair his leg, using pins and needles to set the bone in place so that it could heal. When the surgery was over, Tony Stark was given his own room which was fitting considering that he owned the hospital in question. The doctors however didn't seem to care as they refused to allow him guests or any toys to work on when he was recovering. Despite his protest, Tony didn't fight his doctors and was too groggy from the pain medication he was on to protest too much. He was sitting there, reading the news on a tablet when someone walked into the room.

"I thought you weren't allowed to use electronics?" the man called out.

"It's just a tablet," Tony replied, "Even I can only do so much with it."

"That's good," Fury said as he came into view, "The last thing I want you to do is hack into my helli-carrier again."

"Been there, done that." Stark answered, "You have no secrets from me."

"You'd be surprised," Nick said, taking a seat next to Stark's bed, "My secrets have secrets."

"I knew it." Tony said, smiling as he put the tablet down.

"I've been hearing a lot of things about your fight with Peter," Nick said as he made himself comfortable. "Some that I am finding very disturbing."

"I lost my temper," Tony admitted.

"Lost your temper?" Nick repeated, "Is that what you call it? My agents are reporting that Parker was barely conscious when he was carried out of the Bugle. You're lucky no one was taking pictures or video when that happened, everyone was too busy taking cover or running for their lives."

"It won't happen again." Tony said, trying to convince himself as well.

"I think Magneto made sure of that," Fury said, gesturing to the leg. "You're going to be out of commission for at least a few weeks."

"I can work around this," Tony said, confident in his abilities. "I can have something whipped up to support this in a week, tops."

"I appreciate your dedication, but you need to cool your jets." Nick continued, "The fight with the mutants has been temporarily called off. They're currently out of our jurisdiction."

"They are," Tony said thinking about it, "Where did they go?"

"To visit the biggest superpower that didn't sign those dreadful accords," A voice called out. The man walking in was used to being in a hospital but it was no longer his profession. He was now a master of the mystical arts.

"Stephen Strange," Fury said as he sat up in his chair.

"That's Doctor Strange," the Sorcerer Supreme said as he strolled into the room.

"This is unexpected." Tony added.

"So was your attack on the mutants," Doctor Strange countered, walking over to Tony's bedside. "How are you feeling, Mr. Stark?"

"I'll live," Stark said, trying to act cool. "Anything you can do with your mojo to speed things up here?"

"I'm afraid it doesn't work like that," Strange answered, grinning. "This isn't a video game. Real wounds take time to heal."

"You hands look pretty good to me." Fury countered.

"Those took years to repair," Strange confessed, "And they're still not fully healed yet, and they may never be."

"Sorry to hear that," Stark said, looking back at the Sorcerer Supreme. "How do you know where the mutants are?"

"Because they're staying at one of the mystical sanctum," Stephen told him, "In the only superpower that didn't sign those accords."

"China," Fury said, as he grew a brain. "They're in Hong Kong."

"Wong is beside himself," Strange confirmed, "Never has he ever had such a dedicated class of students before, and all so eager to learn."

"Don't they have enough powers?" Stark drying asked.

"Debatable," Strange replied as he checked Stark's charts. "But one could argue that an education in the mystic arts could help teach some of these mutants how to control their powers a lot more than anyone else could. And I'm currently on your side, for now."

"For now?" Fury repeated.

"I'll be honest gentlemen," Strange said, not flinching once. "Your current conduct with the mutants and especially Mr. Parker has upset me greatly. That young man is lucky to be alive."

"You've seen him?" Fury asked.

"I have," Strange confirmed, "He's been in a coma since the incident. I get your disappointed he jumped ship, but your response is childish and dangerous."

"I'm sorry," Stark said, as he understood and agreed with the sorcerer.

"That's a start," Doctor Strange said as he put the charts back. "You need to call off this witch hunt. We both know there are bigger threats out there, and that this kind of division is only going hand him victory on a silver platter. Get your act together gentlemen, because we cannot afford to divide any further than we already have. The Earth cannot afford it either. Have I made myself clear?"

"Crystal," Fury replied.

"Excellent," Strange said as he used his ring to form a portal in the middle of Stark's room. "I'll show myself out."

As he walked through the portal, both Stark and Fury watched as the portal disappeared as soon as the Sorcerer has stepped through it. They looked back at one another, unsure what to say about what had just happened.

"Is he right?" Stark asked, "Have we been so consumed with fighting one another that the real enemy might break us in half like a twig?"

"Not on my watch," Fury declared, "Not while I still breathe."

"What does he know that we don't?" Tony then inquired.

"A lot," Fury replied, "You concentrate on getting better, I'll take care of the rest of the team."

"Are we getting the band back together?" Tony said, smiling.

"I don't like that movie." Fury replied as he started to leave the room.

"Liar!" Stark called out, "Everybody loves that movie!"

Fury said nothing, as he left the room on a mission to save the world from not only the enemy, but themselves.


	17. Chapter 17

When Peter opened his eyes again, he was no longer on the farm where he met with Logan and the Professor. He was in a bedroom, a well furnished one. This had to be Reed's safe house that the professor was telling him about. Peter expected to be in a lot of pain as he sat up, but there was nothing. He even hopped out of bed, and still no pain at all. Peter stumbled as he walked over to the door where there was a full length mirror. He was surprised to see the boy looking at him back didn't have a scratch on him, not even a bruise. Peter looked over at the other side of the room, and in a chair sleeping by his bedside was Kitty. She likely never left his side while he was out. Peter smiled at the thought, and then took a deep breath before walking out of the bedroom. He could hear people talking in what was a very large living room. In there was a cluster of people, but at the center was Reed and Sue as they were discussing a plan. Also in the room was Doctor Stephen Strange, the Professor, Scott, Ben and Johnny. Sue was the first to notice as Peter slowly walked into the room, and before Peter fell over, Reed reached out with both arms and grabbed him. Reed moved him over to one of the couches and laid him down. Doctor Strange was the first to move as he leaped out of his chair and walked over to examine the young boy, and he looked back at Reed with a shocked face.

"This is unbelievable," Strange said to him.

"I'm fine," Peter said, "Just a little weak, that's all."

"He's not kidding," Strange confirmed, "He's almost completely healed up. No bruises, no broken ribs, nothing."

"How is that possible?" Sue said, looking back at Reed. "Is this another one of Spider-Man's hidden powers?"

"Not this time," The professor said as he moved closer to everyone.

"What do you know professor?" Reed asked.

"About a year ago," Xavier started, "A villain known as Mysterio used his powers to exchange Peter's brain with Logan's. They lived in the other person's bodies for several days before their minds could be swapped back. I'm starting to suspect that the exchange had more effect on them than originally thought."

"Continue," Reed said, "What does this have to do with Peter's healing?"

"That is Logan's mutant power," Scott answered, "Regeneration."

"It appears Peter has inherited this power from Logan." The professor added.

"What about Logan?" Sue asked, "What did he get out of it?"

"Ever since the swap," The professor answered, "We noticed a change in Logan as well in the battle simulator."

"That's a total understatement," Scott said, "Not only did he seem stronger, a lot stronger, but that smug bugger started to show an uncanny ability to dodge attacks there is no way he shouldn't have seen coming. It was as if he had some sixth sense that was telling him what was coming, allowing him to get out of the way."

"Peter's Spidey-sense," Reed concluded, "That's one hell of a trade."

"You're telling me," Xavier agreed, "Someone did this to torture them, and in the end all it did was make them both stronger and much more dangerous. Peter's regeneration appears to be a little slower though. Logan would have healed from all this in less than an hour. Slow regeneration is still better than none, as I suspect Peter will make a full recovery before the end of the week."

"That's cool," Peter said, "But why am so weak?"

"You've had nothing but intravenous fluids for three days," Strange answered, "I'd chalk your weakness up to hunger and dehydration."

"I agree," Sue concurred, "We need to get him something to eat."

"I'll take care of it," Strange said as he used his ring to open a portal.

He walked through the portal into what looked like a hospital kitchen, and seconds later he came back out with a tray of food. Strange then placed the tray beside Peter as the portal behind him fizzled out.

"Not gourmet, but it will be easy on your stomach," Strange told him, "Tomorrow you can go back to normal foods."

"Thank you," Peter said.

It was at this point when Kitty came out of the bedroom as she noticed Peter was gone. She saw him in the living room and walked over to him and sat down by his side.

"Are you alright?" She asked him.

"I'll be fine," Peter told her, "Just a little hungry."

"Here, let me help." Kitty said, as she took the lid off his plate and helped him eat. While Peter didn't need someone to mother him, he was still feeling very weak and let it slide.

"Thanks," Peter told her, "Just glad to hear you're good too."

"I was fine," Kitty replied, "You on the other hand looked like crap, well you did a few days ago."

"I didn't mean to scare you," Peter said, eating what she fed him. "I'll try not to do it again."

"You better," Sue scolded him. "I had no idea that happened between you and Logan. That had to be weird."

"It was," Peter said, "I kept accidentally stabbing myself with those claws."

"Thank goodness you could heal," Reed noted, "You gave us all a fright, Mister Parker."

"I'll be fine," Peter said, chewing on more food. "This is actually pretty good."

"Man you are still a little spaced out," Kitty said with a laugh.

"Maybe," Peter said, "But I'm just happy to be awake."

"So am I," Kitty said, smiling.

When Peter was finished eating, Reed used his arms to make a mobile gurney that he used to move Peter back to bed.

"Thanks for your help," Peter whispered, as he sat back down on the bed. "You don't have to do that."

"I like to do it," Kitty replied.

Before Peter could respond, she leaned over and softly kissed him.

"That was cool," Peter said, smiling.

"Just rest up," Kitty told him, "We can do that again later."

Peter was still week, so he fell asleep rather quickly. Kitty stayed by his bedside, like she had done before. No one dared to ask her if she wanted to leave. Not even Ben. Stephen Strange checked on Peter again before leaving the room and closed the door behind him.

"He'll be fine," Stephen said as Reed, "But the fact he was hurt this much was appalling. I told Stark that to his face earlier this week."

"How is he faring?" Reed asked, aware of how bad Magneto went on him.

"He's recovering well too," Strange answered, "And he'll have a lot of time to reflect on what he's done."

"This kind of conflict isn't what any of us want," Reed said, "We need to try to quell this before anyone else gets hurt."

"I seem to be speaking well to both sides," Doctor Strange informed him, "I'll do what I can to get everyone to the table to talk this out. I'll hold the meeting at my sanctum if I have to."

"Not a bad idea," Reed said, "If you can get them to agree to it, the professor and I will attend."

"I'll see what I can do," Strange said, as he opened a new portal. "I'll pay Fury a visit on his hellicarrier."

After Strange was gone, Reed walked back into the living room where the Professor and Scott were still speaking to one another.

"Is everything alright?" Reed asked.

"It is," Xavier answered.

"We're going to take off for a while," Scott informed him, "We'll try to keep in touch if we can."

"We'll take care of Kitty," Reed told them, "I have a feeling she isn't going anywhere."

"Thank you," Professor said as a different portal opened in the living room. "We'll be back later. Until then, Good luck Doctor Richards."

"To you as well," Reed called out as he watched Xavier and Scott walk through the portal and then it was gone in a sharp flash.

"That's definitely one way to travel," Ben said, looking back at Reed. "Why can't we jump around like that?"

Reed laughed and let it slide as he went back to his own work. He was still in the living room looking at something as Peter came walking back out after everyone had already gone to bed. Reed was going to jump up and grab him again, but the could tell that Peter was already walking better this time.

"You're looking better," Reed observed.

"I feel better," Peter confirmed, "I need to talk to you."

"Alright," Reed said, closing his laptop. "About what, Mr. Parker?"

"It's about Mr. Stark," Peter said sitting down in a chair beside Reed, "The fight we had at the bugle doesn't make any sense. He was so angry, so out of his mind. That's not the Stark I know, and neither is the guy who attacked the academy. There's something wrong with him."

"What tells you that?" Reed asked.

"It's my Spidey sense," Peter explained, "It was going off differently both times. As if it wasn't the same person. Something just isn't right."

"I believe you," Reed said, as he was scratching his chin. "Let's put our heads together and figure this out."


	18. Chapter 18

After speaking about it at length with Reed and going over all the possible scenarios that they could be dealing with, it was deemed that everyone get some rest and they'd tackle it with fresh minds the next morning. Yet when Peter woke up hours before anyone else did, he decided to leave the safe house and do a little web-slinging and clear his mind to tackle the mystery again. While he was swinging through the streets it dawned on him that if he noticed something was wrong with Stark, there was no way someone else hadn't noticed either. Peter swung down to a phone booth in the middle of the streets and then used a quarter to dial a number. It took a few rings, but someone eventually answered.

"Hello," the voice started with a groan, indicating he was just woken up.

"You know," Peter started, "I pegged you for the kind of guy that would wake up a lot earlier than this on a weekday."

"Peter?" the voice replied, "To what I owe the pleasure?"

"I need your help with something," Peter said, "We need to meet and talk about something that I think you'll want to hear. There is a possibility that someone in Shield and the Avengers has been compromised."

"Alright, you have my attention." The voice said, "Tell me what's on your mind."

"Not over the phone," Peter countered, "We need to meet and discuss this in person."

The voice on the other side sighed. "Where?"

"The last place we met," Peter replied, "And you're buying this time."

"Alright," the voice confirmed, "I'll be there at eight."

Peter was dressed in jeans, sneakers and a hoodie when he arrived to the same cafe that he had taken Kitty to just a few days prior. He even sat down at the very same table and waited for the person he called to show up. Moments later that man shows up and sat in the same seat he had the same few days ago.

"Alright Parker," Coulson said, letting out a sigh. "What do you want?"

"Eggs, maybe a little bacon." Peter answered, smiling back at him.

"Seriously?" Coulson replied, scowling at him. It was the same look the young man was used to getting from his Aunt. "You're going to tempt fate before I've had my first coffee?"

"Good point," Peter said gesturing to the same chair Phil stole from Kitty just a few days before. "I need to speak to someone in Shield about something urgent, and despite what's happened you're one of the few people left at Shield I can still trust."

"That warms my heart," Coulson said, as he poured a few teaspoons of sugar into his coffee after the waitress brought it over. "But cut the brown nosing and get to the guts of why I'm not sleeping in this morning."

"Have you noticed something weird about Tony?" Peter asked.

"Prior to his leg injury, he was spending a lot of time in the tech labs." Phil noted, sipping his coffee. "I didn't think much of it, as I just assumed he and Pepper had another disagreement."

"Where's Pepper now?" Peter asked.

"She's at the Stark headquarters in D.C." Phil answered, "I guess it was a big fight because she only spends this much time in the capital when Tony's in the dog house, again."

"But how long has it been this time?" Peter inquired as he knew something had to be off.

Phil thought about it for a moment. "It's been several months now actually. Usually by now Tony would tuck tail and buy her something expensive to go along with his apology. He hasn't done that yet."

"And let me guess," Peter said, continuing his flow. "This is when Tony started making the Sentinels."

"It was," Phil said, taking another sip and he thought about it too.

"Something isn't right, Phil." Peter said, looking him in the eyes. "His sudden disregard for the mutants, beating me into a coma, that's not the Tony I know. You know him just as much as I do, doesn't something seem off?"

"The more I think about it," Coulson said, "The more I'm inclined to agree. Are you suggesting that Mr. Stark has been compromised?"

"I have no idea what's going on," Peter said, "But something is off about him. I get that I annoy him sometimes..."

"Sometimes?" Coulson repeated with a cocked eyebrow.

"Okay, I annoy him a lot." Peter conceded, "But all I did was stand up for the mutants, and he beat me like I was his worst enemy. This can't be written off as him waking up on the wrong side of the bed."

"I agree," Coulson said, putting his coffee down. He grabbed the waitress as she was walking by, "I'm sorry, but we need that order to go."

"You're heading back to base?" Peter asked, "To speak with fury?"

"No, we are." Coulson said, "The best way for me to explain why we met was that I scouted this place out and brought you in when you returned."

"Why do I need to come in?" Peter asked.

"I'll take you right to Director Fury," Coulson explained, "We'll both explain this to him and see what he thinks. Just keep it to yourself until we meet with Fury."

"Alright," Peter said, "So how do we do this?"

"The hard way," Phil said, as he again has his Icer pulled out but this time there was no Kitty around to save Peter. The non-lethal dart hit Peter in his neck which maximized the effect of it and knocked him out in seconds.

Once Peter hit the ground, Phil watched as a few of his people came out of their hiding spots to secure the boy lying on the ground. One of them, a woman with dark hair looked back up at him.

"Why did you turn off coms?" she asked him.

"Along with his many powers," Phil explained, "Peter can hear really well too. He would have heard you on coms and spooked him. I needed to leave them off so I could have a chance to bring him in. Nothing personal."

"Alright," The woman said, as she turned to the man that was behind her, a tall African American male. "Mack, can you carry him back to the helix?"

"Yeah," the man said, "No problem Daisy."

As Mach carried Peter away without any trouble, as if he were a light sack of potatoes, Daisy looked at Coulson and the food. "Is that for me?"

"No," Coulson said, "For Peter when he wakes up. He's still on our side, even if he lost track of that for a few months."

"Mind if I grab something before we go?" she asked.

"We got time," Phil said, "That dart hit him in the neck, so I suspect he'll be out for a while. Grab something for Mae too."

When Peter woke up, he was on the small Shield jet as it was back in the air and on its way back to base. Peter shook his head and groaned as he came back to the land of the living.

"That was less than an hour," Phil said from the chair on the side of the small jet that was opposite of Peter. "We'll have to notate that, adjust the darts to compensate."

"I'm figuring that might be my new ability," Peter said, shaking his head to clear some of the cobwebs.

"A new power?" Daisy repeated, "Don't you have enough of them already?"

"Don't blame me for this one," Peter said, "It was all Mysterio's fault."

Phil sat there thinking about it for a moment. "Logan. You took some of his mojo when Mysterio switched your brains, didn't you?"

"It went both ways," Peter confirmed, "No one will ever be able to sneak up on that grumpy Canadian again."

"That's a scary thought," Phil said, thinking about it. "The Wolverine with spidey-sense. That guy is paranoid enough, and now he can sense and smell enemies coming."

"I don't get it," Daisy said to Coulson, "What power does he have? I just thought he was just some creepy dude with steel claws."

"The steel claws were added by man," Phil informed her, "Logan's real power is regeneration. That's why he was the only person to survive the surgery and torture that he suffered at the hands of Striker. That's why the dart wore off so quickly and how you're walking again so soon after the beating Stark gave you. You're regenerating."

"Like I said," Peter replied, "This is new to me too."

"Great," Daisy said, "Spider-man has healing powers now."

"Who's she?" Peter said, gesturing to the woman beside him.

"This is Daisy Johnson," Phil replied, "You know her better as Quake."

"Quake?" Peter said, looking rather impressed. "I thought you'd be taller."

"I thought you'd be older," Daisy countered.

"I get that a lot," Peter concurred.

"So I've been told." Daisy noted, "You're a lot cuter in person though."

"I get that a lot too," Peter said, giving her his cutest smile.

"What is this, love connection?" Phil asked.

"Wow," Peter said, "Someone just showed his age."

Not only did Daisy and Peter laugh at that comment, Mack couldn't help but snicker as well as his boss' expense.

"Always the jokester," Phil said as he stood up, "Don't make me ice you again, because this time I'll hit you twice and you'll nap all the way back."

"Sorry," Peter said, "I'll ease up on the old man jokes."

"Much appreciated," Phil said, leaving the back room to move up to speak with the pilot in the cockpit.

"Sorry Phil," Mae said, looking over at him. "But that was pretty funny."

"At least you're professional enough to not let him hear you laugh." Phil said, taking the co-pilot seat.

"We're thirty-minutes from base," Mae told him.

"Not anymore," Phil told her, "Change course."

"Where are we heading?" Mae asked him.

"The hellicarrier," Phil told her, "I'm going to bring Peter to Fury. See if he can talk some sense into that kid. Odin knows I can't."

"Seems like a good plan," Mae said, changing course. "I can get the ship tuned up and fixed while we're there."

"Sounds like a plan," Phil said, "But don't tell anyone we have Parker. I don't want this intel leaking out before we get a chance to meet with Fury."

"You're worried someone's listening?" Mae asked.

"His ally is the most powerful telepath on the planet," Phil replied, "The less people who know the less trouble we'll have."

"Alright, I'll keep the details to myself." Mae said, looking back at him. "What did he tell you at the meet?"

"Something scary," Phil replied, "I'd rather not talk about it right now."

"Fair enough," Mae said, looking back at her view. "Get back there and keep an eye on him. Last thing we need is him wiggling out before we get to Fury."

"Yes, ma'am." Phil said, hopping out of the co-pilot seat. "Let me know when we get to the carrier."


	19. Chapter 19

When Coulson and his team landed on the Hellicarrier, the crew was surprised but no where near as surprised when Coulson brought Peter out in cuffs. Instead of taking him to the brig for high powered prisoners, Coulson walked him right to the bridge and right up to where Fury was standing. He turned to face them both and was a little surprised.

"This is unexpected," Fury said, "But not unwelcome."

"I try my best," Coulson modestly replied, "But we need to find a private place to talk. Peter has been spilling the beans and you'll want to hear what he has to say."

"Let's use the conference room," Fury said, gesture to his right.

As the three of them walked in, Fury closed the door behind him. As he did that Peter's spidey sense was giving him an odd feeling, one that he never noticed whenever he was around Fury before. Something was different, but he couldn't tell where the feeling was coming from, or from whom. He remained calm and just went with it as he knew that Coulson wanted to do all the talking.

"Sir, there's something we need to talk about." Coulson started as the director took a seat behind his desk. "Peter came forward to bring something to our attention, and if he's right it's a real doozy."

"Wait a second," Fury said, thinking about it. "Peter came forward?"

"He did," Coulson confirmed, "Peter needs our help, because if he's right then the Avengers might have been compromised."

"Is that so," Fury said, intrigued. "How does Peter know this?"

"It's his spidey sense," Coulson answered, "He has a natural instinct that can detect people who are friendly or a threat."

"So he has a natural ability to sniff out imposters," Fury said, "And he thinks we have one in the Avengers?"

"That's correct, Sir." Coulson confirmed.

While Coulson was taken by surprise, Peter's Spidey Sense went off so fast that he was able to dodge the shot that came his way. Fury had pulled his pistol out like a bandit from the old west, firing several shots at Peter trying to take him out. Peter responded by bouncing off the walls and avoiding each shot. Fury was so occupied trying to take out Peter that he had forgotten someone else was in the room. Coulson used his artificial arm and activated his electronic shield, blocking two shots before swinging the large shield like Captain America and knocking the gun out of Fury's hand. Before Peter could fire some webbing at the director, Fury opened a secret door in the floor and dropped right out of the room in a flash. The secret door closed before either Peter or Phil could get near it.

"Dammit," Coulson cursed, "I knew he had something like that in here!"

"What the hell was that about?" Peter asked, "Why was Fury trying to kill me?"

"Probably for the same reason Stark was," Phil replied, "He's an imposter."

"What the hell are we dealing with here?" Peter asked.

"I'm not sure," Phil said as he took Peter cuffs off, "But right now your head is the only way we have of finding her."

As Peter and Coulson left the room, Peter was still full of questions.

"What did you mean by her?" Peter asked.

"There's only one person I know of that can fool both Shield's security and Stark's bio-tech authentication protocols," Phil answered, "And that's a mutant called Raven. The rest of the world knows her by her code name, which is Mystic."

"If it's her," Peter said, thinking about it, "Then anyone on the ship…"

"I know," Phil said, turning back to face him. "We need to stick together and be careful. Trust your head, it seems to be good at finding her."

Peter and Phil were casually walking down the hall when Maria Hill came out and passed by them.

"What is he doing out of cuffs?" She asked.

"Director said its okay." Phil lied, "We're all friends again."

"Yeah," Peter said, smiling. "No hard feelings."

When Hill wasn't looking Peter shook his head to let Phil know she wasn't the shape shifter they were looking for. Before Phil could say good bye, Fury came back out into the hall way with another gun drawn firing at Peter again. Peter again leap up to the ceiling to avoid the shots, and Phil again opened his shield to protect both him and Hill from the stray shots that ricocheted off the Shield with ease. Fury ran off again, which caused Hill to look back at them both.

"Who the hell was that?" she asked them.

"An imposter." Peter answered.

"I'm well aware of that," Hill agreed. "The Director is not that sloppy. He gave away his position before firing a single shot and missed his target with piss poor aim. When was the last time you saw him miss anything, Phil?"

"Never," Phil answered without hesitation. "We need to find Mystic before this all gets out of hand."

"Mystic?" Hill repeated, "As in the mutant?"

"It's not her," Peter said, jumping back down to the floor. "Why would she remain in the same form? She would change to get the jump on us. This isn't like her to stay with one look when being followed."

"He's right," Hill concurred, "Something isn't adding up here."

"What about Stark?" Phil asked, "Is he still in the hospital?"

"He never left," Hill said, checking a camera on her watch, "And he's still in bed right this moment."

"Great," Phil said, on the verge of dropping a few curses. "That means we have at least two of whatever the hell we're dealing with."

"Whatever it is," Peter continued, "They can't shift like Mystic, at least not as fast as her. So we're still looking for Fury, at least for now."

"You two head that way," Hill ordered, "I'll recruit some people I can trust and go this way. Cover more ground and get to the bottom of this."

"Yes Ma'am," Coulson said, as he and Peter proceeded to run down the hall in pursuit of Fury. As he was running he tapped on his artificial arm which uplinked to his Bluetooth device.

"Mae," he started trying to sound hopeful, "We have a situation."

"What kind of situation?" Mae replied, sounding like she was going to blame him for everything going on.

"Peter's claims were right, Shield has been compromised." Phil informed her, "Director Fury is one of them. Do not let him on the flyer."

"Do you need any assistance?" she asked.

"No yet, but keep your eyes peeled." Phil told her, "I got Spider-man with me, remember?"

"Alright," Mae said, "I'll keep an eye out for Fury."

Coulson turned to face Peter, "We need to stop this Fury before he recruits other marks that are compromised. The last thing we need is chaos and infighting on board this hellicarrier."

"He'll want to escape," Peter said, "Maybe even warn the Stark imposter."

"I've got Mae watching the launch bay," Coulson reminded him.

"How else can someone get off this thing in cases of emergencies?" Peter asked.

"Escape pods," Coulson answered.

"This place has escape pods?" Peter asked, thinking it was just a fictional thing.

"Of course it does!" Coulson replied, "If this thing starts to fall, we don't want all hands going down with the ship. Chances are he'll use one to get out of here."

"Too late!" peter said as he pointed outside a window.

Coulson looked outside and cussed. "Damn, we need to follow him."

"On it!" Peter said as he ripped the window open and jumped off the Hellicarrier. He dove off the ship and started to chase the pod the just left, dead dropping to the ground. Peter had the pod in his sight and used his body in a closed position to make up time and catch up to it. When he was within thirty feet of the pod, Peter fired his web shooter to make the difference, and used his strength to leap closer and land on top of the pod. The imposter inside the pod started to fire his pistol at Peter, wildly shooting out the windows, trying to kill him. Peter responded by leaping off the pod and then web shooting it again and leaping back on. He also used a thicker web goo to close off the window and prevent the fake Fury from firing anymore shots at him. Upon using the thick webbing, something tried to shoot out but failed cause it was mucked up by his webbing: the parachute. Peter could tell by their trajectory that they were heading for central park, so rather than brace for the hard impact… Peter chose to look for a place to softly land. As they got closer to the ground, Peter started to shoot his webs at the trees, building a massive web for the pod to land in. This also prevented the pod from crashing into the ground and harming the people who were in that part of the park. Once the pod had landed safely into the web, Peter leapt to the ground and got people to clear away, when the hatch door blew off.

Peter turned to see the fake Fury trying to make his escape but used his web shooters to prevent that. The webs he fired pinned the fraudulent Fury to the tree and left him complete immobile. While the fake Fury was struggling to free himself, he began to change back to his original form. Peter stood there and watched as the creature before him shifted back to an ugly looking creature that green and scaled, which kind of reminded the kid of his science teacher Doc Connors when he was his alter ego, the lizard. Peter activated his watch and made a call. A few second later, Reed finally answered.

"Peter," Reed started, "I heard you were taken in by Shield, are you alright?"

"I'm well," Peter replied, "But I discovered that there was more than one imposter. Fury was one off them as well and I captured him."

"Fascinating," Reed commented, "Where is he now?"

"He's right here," Peter said, turning his watch to show the creature to Reed. "Do you have any idea what this is?"

Reed took a deep breath and sighed. "Unfortunately, I do. What you have captured Peter is called a Skrull."


End file.
